SEC Comment Letter for PTK Acquisition Corp. (CIK 0001797099) — May 20, 2020
PTK Acquisition Corp. (CIK 0001797099)
Date: May 20, 2020 · CIK: 0001797099 · Accession: 0000000000-20-004525
AI Filing Summary & Sentiment
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United States securities and exchange commission logo May 20, 2020 Peter Kuo Chief Executive Officer PTK Acquisition Corp. 4601 Wilshire Boulevard, Suite 240 Los Angeles, California 90010 Re:PTK Acquisition Corp. Amendment to Draft Registration Statement on Form S-1 Filed May 5, 2020 CIK 0001797099 Dear Mr. Kuo: We have reviewed your amended draft registration 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 registration statement or publicly filing your registration 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 the information you provide in response to this comment and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment to Draft Registration Statement filed on May 5, 2020 General 1.We reissue comment 1. The agreement states “[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….” In light of the broad definition of offer which includes, among other things, “every attempt or offer to dispose of” and “solicitation of an offer to buy” a security, please explain, in detail, the facts and circumstances leading to the expression of Primerose's intention to purchase shares in the IPO. Alternatively, please tell us the exemption upon which you are relying for the
FirstName LastNamePeter Kuo Comapany NamePTK Acquisition Corp. May 20, 2020 Page 2 FirstName LastName Peter Kuo PTK Acquisition Corp. May 20, 2020 Page 2 offer of the securities and why you do not consider this agreement to be a sale under section 2(a)(3) of the Securities Act of 1933.
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 20, 2020
Peter Kuo
Chief Executive Officer
PTK Acquisition Corp.
4601 Wilshire Boulevard, Suite 240
Los Angeles, California 90010
Re:PTK Acquisition Corp.
Amendment to Draft Registration Statement on Form S-1
Filed May 5, 2020
CIK 0001797099
Dear Mr. Kuo:
We have reviewed your amended draft registration 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 registration statement or publicly filing your registration 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 the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment to Draft Registration Statement filed on May 5, 2020
General
1.We reissue comment 1. The agreement states “[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….” In light of the broad definition of offer
which includes, among other things, “every attempt or offer to dispose of” and
“solicitation of an offer to buy” a security, please explain, in detail, the facts and
circumstances leading to the expression of Primerose's intention to purchase shares in the
IPO. Alternatively, please tell us the exemption upon which you are relying for the
FirstName LastNamePeter Kuo
Comapany NamePTK Acquisition Corp.
May 20, 2020 Page 2
FirstName LastName
Peter Kuo
PTK Acquisition Corp.
May 20, 2020
Page 2
offer of the securities and why you do not consider this agreement to be a sale under
section 2(a)(3) of the Securities Act of 1933.
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