SEC Comment Letter for PTK Acquisition Corp. (CIK 0001797099) — Jan 27, 2020
PTK Acquisition Corp. (CIK 0001797099)
Date: Jan. 27, 2020 · CIK: 0001797099 · Accession: 0000000000-20-000692
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Letter
January 24, 2020 Ker Zhang Chief Executive Officer PTK Acquisition Corp. 3440 Wilshire Boulevard, Suite 810 Los Angeles, California 90010 Re:PTK Acquisition Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Filed January 22, 2020 CIK 0001797099 Dear Mr. Zhang: We have reviewed your amended draft offering statement 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 this letter by providing the requested information and either submitting an amended draft offering statement or publicly filing your offering statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your draft offering statement or filed offering statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Draft Registration Statement Undertakings, page II-8 1.Please explain the changes you made to the undertakings disclosure. Please include the Item 512(a)(5)(ii) and Item 512(a)(6) undertakings. Item 512(a)(5)(ii) is required for any prospectus filed in reliance on Rule 430C, and Item 512(a)(6) is required for any offering that involves an initial distribution of securities, pursuant to Rule 159A. For guidance, see Securities Act Rules Compliance and Disclosure Interpretation, Question 229.01.
FirstName LastNameKer Zhang Comapany NamePTK Acquisition Corp. January 24, 2020 Page 2 FirstName LastName Ker Zhang PTK Acquisition Corp. January 24, 2020 Page 2 Signatures, page II-9 2.We note your response to comment 3 and we reissue it. Please include the signature of the controller or principal accounting officer, as required by Instruction 1 to Signatures to Form S-1. If the chief financial officer is also the principal accounting officer, please disclose.
You may contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel J. Espinoza
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January 24, 2020
Ker Zhang
Chief Executive Officer
PTK Acquisition Corp.
3440 Wilshire Boulevard, Suite 810
Los Angeles, California 90010
Re:PTK Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed January 22, 2020
CIK 0001797099
Dear Mr. Zhang:
We have reviewed your amended draft offering statement 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 this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response. After reviewing any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Registration Statement
Undertakings, page II-8
1.Please explain the changes you made to the undertakings disclosure. Please include the
Item 512(a)(5)(ii) and Item 512(a)(6) undertakings. Item 512(a)(5)(ii) is required for any
prospectus filed in reliance on Rule 430C, and Item 512(a)(6) is required for any offering
that involves an initial distribution of securities, pursuant to Rule 159A. For guidance, see
Securities Act Rules Compliance and Disclosure Interpretation, Question 229.01.
FirstName LastNameKer Zhang
Comapany NamePTK Acquisition Corp.
January 24, 2020 Page 2
FirstName LastName
Ker Zhang
PTK Acquisition Corp.
January 24, 2020
Page 2
Signatures, page II-9
2.We note your response to comment 3 and we reissue it. Please include the signature of
the controller or principal accounting officer, as required by Instruction 1 to Signatures to
Form S-1. If the chief financial officer is also the principal accounting officer, please
disclose.
You may contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel J. Espinoza