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 | | Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111 | | T: 415.733.6000 F: 415.677.9041 goodwinprocter.com |
May 14, 2020
VIA EDGAR AND FEDERAL EXPRESS
Office of Real Estate & Construction
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| | | Amendment No. 3 to Draft Registration Statement on Form S-1 |
Ladies and Gentlemen:
This letter is being submitted on behalf of PTK Acquisition Corp. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 3 to Draft Registration Statement on Form S-1 filed on May 5, 2020, as set forth in your letter dated May 13, 2020 (the “Comment Letter”).
The text of the Comment Letter has been reproduced herein with the response below to the Staff’s comment. Defined terms used herein but not otherwise defined shall have the meaning set forth in Amendment No. 3, unless otherwise specified.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via courier four (4) copies of each of this letter.
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. |
