Chardan Capital Markets, LLC
17 State Street, Suite 2100
New York, New York 10004
July 7, 2020
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ronald Alper
| Re: | PTK Acquisition Corp. (the “Company”) | |
| Registration Statement on Form S-1 (Registration No. 333-239149) |
Dear Mr. Alper:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of PTK Acquisition Corp. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on July 9, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 525 copies of the preliminary prospectus dated June 12, 2020 (the “Preliminary Prospectus”) between June 29, 2020 and July 9, 2020 to prospective underwriters, dealers, institutional investors and others.
We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours, | ||
CHARDAN CAPITAL MARKETS, LLC | ||
| By: | /s/ George Kaufman | |
| Name: George Kaufman | ||
| Managing Director, Head of Investment Banking | ||
[Signature Page to Acceleration Request Letter]
