SEC Comment Letter for PTK Acquisition Corp. (CIK 0001797099) — May 13, 2020
PTK Acquisition Corp. (CIK 0001797099)
Date: May 13, 2020 · CIK: 0001797099 · Accession: 0000000000-20-004253
AI Filing Summary & Sentiment
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United States securities and exchange commission logo May 13, 2020 Peter Kuo Chief Executive Officer PTK Acquisition Corp. 4601 Wilshire Boulevard, Suite 240 Los Angeles, California 90010 Re:PTK Acquisition Corp. Amendment No. 3 to Draft Registration Statement on Form S-1 Filed May 5, 2020 CIK 0001797099 Dear Mr. Kuo: We have reviewed your amended draft offering statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Amendment to Draft Registration Statement filed on May 5, 2020 General 1.We note Exhibit 10.7, the executed forward purchase contract with Primerose Development Group Ltd. and references to the agreement throughout your registration statement. The forward purchase contract states, “[w]e acknowledge that Primerose Development Group Ltd. … have/has expressed an intention to purchase up to 1,000,000 Units in the IPO…” and “[w}e are pleased to hereby accept the offer you have made to purchase up to an aggregate of 1,000,000 Shares, consisting of the IPO Shares and a number of shares equal to the difference between 1,000,000 and the number of IPO Shares actually purchased in the IPO….” Please tell us the exemption you are relying upon for the offer of the IPO shares and why this agreement would not constitute a “sale” under Section 2(a)(3) of the Securities Act of 1933.
FirstName LastNamePeter Kuo Comapany NamePTK Acquisition Corp. May 13, 2020 Page 2 FirstName LastName Peter Kuo PTK Acquisition Corp. May 13, 2020 Page 2 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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United States securities and exchange commission logo
May 13, 2020
Peter Kuo
Chief Executive Officer
PTK Acquisition Corp.
4601 Wilshire Boulevard, Suite 240
Los Angeles, California 90010
Re:PTK Acquisition Corp.
Amendment No. 3 to Draft Registration Statement on Form S-1
Filed May 5, 2020
CIK 0001797099
Dear Mr. Kuo:
We have reviewed your amended draft offering statement and have the following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Amendment to Draft Registration Statement filed on May 5, 2020
General
1.We note Exhibit 10.7, the executed forward purchase contract with Primerose
Development Group Ltd. and references to the agreement throughout your registration
statement. The forward purchase contract states, “[w]e acknowledge that Primerose
Development Group Ltd. … have/has expressed an intention to purchase up to 1,000,000
Units in the IPO…” and “[w}e are pleased to hereby accept the offer you have made to
purchase up to an aggregate of 1,000,000 Shares, consisting of the IPO Shares and a
number of shares equal to the difference between 1,000,000 and the number of IPO Shares
actually purchased in the IPO….” Please tell us the exemption you are relying upon for
the offer of the IPO shares and why this agreement would not constitute a “sale” under
Section 2(a)(3) of the Securities Act of 1933.
FirstName LastNamePeter Kuo
Comapany NamePTK Acquisition Corp.
May 13, 2020 Page 2
FirstName LastName
Peter Kuo
PTK Acquisition Corp.
May 13, 2020
Page 2
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