PTK.U / PTK Acquisition Corp. Units, each consisting of one share of , and one Warrant to acquir - Documents déposés auprès de la SEC, rapport annuel, procuration

PTK / PTK Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PTK Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69375F108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 11, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2021 PTK ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39377 84-2970136 (State or other jurisdiction of incorporation) (Commissio

Valens to Present at the Evercore ISI Autotech & AI Forum

425 1 dp158264425.htm FORM 425 Filed by Valens Semiconductor Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PTK Acquisition Corp. Commission File No. 001-39377 Date: September 21, 2021 Valens to Present at the Evercore ISI Autotech & AI Forum HOD HASHARON, Israel, September 21, 2021 /PRN

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 21, 2021 Date of Report (Date of earliest event reported) PTK ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 000-49602 77-0118518 (State or Other Jurisdiction of Incorporation or Organizat

Valens Announces Second Quarter 2021 Results Raises Full Year Revenue Guidance Merger with PTK Acquisition Corp. on Track to Close in the Fall

Filed by Valens Semiconductor Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PTK Acquisition Corp. Commission File No. 001-39377 Date: September 1, 2021 Valens Announces Second Quarter 2021 Results Raises Full Year Revenue Guidance Merger with PTK Acquisition Corp. on Track to Close in t

Valens Semiconductor Announces Effectiveness of Registration Statement for Proposed Business Combination with PTK Acquisition Corp.

Filed by Valens Semiconductor Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PTK Acquisition Corp. Commission File No. 001-39377 Date: August 30, 2021 Valens Semiconductor Announces Effectiveness of Registration Statement for Proposed Business Combination with PTK Acquisition Corp. HOD H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39377

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number) (Check one): Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☒ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ For Period End

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 1-39377 (Commission File Number) (Check one): Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR ? For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Fo

Valens to Present at Oppenheimer 24th Annual Technology, Internet & Communications Conference

Filed by Valens Semiconductor Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PTK Acquisition Corp. Commission File No. 001-39377 Date: August 5, 2021 Valens to Present at Oppenheimer 24th Annual Technology, Internet & Communications Conference HOD HASHARON, ISRAEL, August 5, 2021 – Valen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3937

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2021 PTK ACQUISITION CORP.

Description of the Registrant’s Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of PTK Acquisition Corporation (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 PTK ACQUISITION CORP. (Exact name of registrant as specifi

PTK ACQUISITION CORP. Announces Receipt of Expected NYSE Notice Regarding Delayed Form 10-Q Filing

Exhibit 99.1 PTK ACQUISITION CORP. Announces Receipt of Expected NYSE Notice Regarding Delayed Form 10-Q Filing NEW YORK, May 28, 2021? PTK Acquisition Corp. (NYSE: PTK, the ?Company?) announced today it that on May 25, 2021, the Company received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company M

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2021 PTK ACQUISITION CORP.

PTK Acquisition Corp. Conference Call May 25, 2021

Filed by Valens Semiconductor Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PTK Acquisition Corp. Commission File No. 001-39377 Date: May 25, 2021 & PTK Acquisition Corp. Conference Call May 25, 2021 CORPORATE PARTICPANTS Peter Kuo, Chief Executive Officer, PTK Acquisition Corp. Gideon

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 PTK ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39377 84-2970136 (State or other jurisdiction of incorporation or organization)

Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE Business Combination with PTK Acquisition Corp. Valued at $1.16 Billion

Exhibit 99.1 Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE Business Combination with PTK Acquisition Corp. Valued at $1.16 Billion ? With a proven track record of successful technology innovation and standard setting for high-speed wired connectivity solutions, Valens has shipped over 25 million chipsets worldwide ? In high volume product

VALENS SEMICONDUCTOR LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020

Table of Contents Exhibit 99.4 VALENS SEMICONDUCTOR LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 Table of Contents VALENS SEMICONDUCTOR LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS Balance sheets 3-4 Statements of operations 5 Statements of changes in shareholder

Business Combination Agreement, dated as of May 25, 2021, by and among PTK Acquisition Corp., Valens Merger Sub, Inc. and Valens Semiconductor Ltd.

EX-2.1 2 d151475dex21.htm EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG PTK ACQUISITION CORP., VALENS MERGER SUB, INC., AND VALENS SEMICONDUCTOR LTD. DATED AS OF MAY 25, 2021 TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE II. MERGER 21 Section 2.1 Pre-Closing Transactions 21 Section 2.2 The Merger 22 Section 2.3 Merger C

Form of Company Shareholder Support Agreement, dated as of May 25, 2021, by and among PTK Acquisition Corp., Valens Semiconductor Ltd., and the securityholders of Valens Semiconductor Ltd. named on the signature pages thereto.

Exhibit 10.3 Execution Version COMPANY SHAREHOLDER SUPPORT AGREEMENT THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of May 25th, 2021, is entered into by and among PTK Acquisition Corp., a Delaware corporation (?SPAC?), Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the ?Company?), and the party listed on the signatu

Pushing the boundaries of connectivity. Everywhere. May 2021

EX-99.2 7 d151475dex992.htm EX-99.2 Exhibit 99.2 Pushing the boundaries of connectivity. Everywhere. May 2021 Disclaimer Forward-Looking Statements Certain statements in this Presentation, including the projections, are forward-looking statements. Forward-looking statements generally relate to future events or PTK Acquisition Corp. (“PTK”) and Valens Semiconductor Ltd.’s (the “Company”) future fin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 PTK ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 PTK ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39377 84-2970136 (State or other jurisdiction of incorporation or organization)

VICTORY – PUSHING THE BOUNDARIES OF CONNECTIVITY. EVERYWHERE VICTORY: LEADER IN ULTRA HIGH-SPEED CONNECTIVITY SOLUTIONS COMPANY INFORMATION AT CHIP, CIRCUIT, SYSTEM, AND SOFTWARE LEVELS Founded in 2006, Victory is a leader in connectivity solutions w

EX-99.3 8 d151475dex993.htm EX-99.3 Exhibit 99.3 VICTORY – PUSHING THE BOUNDARIES OF CONNECTIVITY. EVERYWHERE VICTORY: LEADER IN ULTRA HIGH-SPEED CONNECTIVITY SOLUTIONS COMPANY INFORMATION AT CHIP, CIRCUIT, SYSTEM, AND SOFTWARE LEVELS Founded in 2006, Victory is a leader in connectivity solutions with 116 patent applications Headquartered in Israel with ~270 employees CRITICAL TECHNOLOGY FOR SUPER

Sponsor Letter Agreement, dated as of May 25, 2021, by and among PTK Holdings LLC, PTK Acquisition Corp and Valens Semiconductor Ltd.

EX-10.2 4 d151475dex102.htm EX-10.2 Exhibit 10.2 Execution Version SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 25, 2021, is made by and among PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”), PTK Acquisition Corp., a Delaware corporation (“PTK”), and Valens Semiconductor Ltd., a limited liability company organized under the laws

Second Amended and Restated Investors’ Rights Agreement, dated as of May 25, 2021, by and among Valens Semiconductor Ltd. and the investors named on the signature pages thereto.

Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of May 25, 2021, by and among Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the ?Company?), and the Holders (as defined below) who have executed a signature page o

Pushing the boundaries of connectivity. Everywhere. May 2021

EX-99.2 7 d151475dex992.htm EX-99.2 Exhibit 99.2 Pushing the boundaries of connectivity. Everywhere. May 2021 Disclaimer Forward-Looking Statements Certain statements in this Presentation, including the projections, are forward-looking statements. Forward-looking statements generally relate to future events or PTK Acquisition Corp. (“PTK”) and Valens Semiconductor Ltd.’s (the “Company”) future fin

Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE Business Combination with PTK Acquisition Corp. Valued at $1.16 Billion

Exhibit 99.1 Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE Business Combination with PTK Acquisition Corp. Valued at $1.16 Billion ? With a proven track record of successful technology innovation and standard setting for high-speed wired connectivity solutions, Valens has shipped over 25 million chipsets worldwide ? In high volume product

Form of Company Shareholder Support Agreement, dated as of May 25, 2021, by and among PTK Acquisition Corp., Valens Semiconductor Ltd., and the securityholders of Valens Semiconductor Ltd. named on the signature pages thereto.

Exhibit 10.3 Execution Version COMPANY SHAREHOLDER SUPPORT AGREEMENT THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of May 25th, 2021, is entered into by and among PTK Acquisition Corp., a Delaware corporation (?SPAC?), Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the ?Company?), and the party listed on the signatu

Second Amended and Restated Investors’ Rights Agreement, dated as of May 25, 2021, by and among Valens Semiconductor Ltd. and the investors named on the signature pages thereto.

Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of May 25, 2021, by and among Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the ?Company?), and the Holders (as defined below) who have executed a signature page o

Business Combination Agreement, dated as of May 25, 2021, by and among PTK Acquisition Corp., Valens Merger Sub, Inc. and Valens Semiconductor Ltd.

EX-2.1 2 d151475dex21.htm EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG PTK ACQUISITION CORP., VALENS MERGER SUB, INC., AND VALENS SEMICONDUCTOR LTD. DATED AS OF MAY 25, 2021 TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE II. MERGER 21 Section 2.1 Pre-Closing Transactions 21 Section 2.2 The Merger 22 Section 2.3 Merger C

VICTORY – PUSHING THE BOUNDARIES OF CONNECTIVITY. EVERYWHERE VICTORY: LEADER IN ULTRA HIGH-SPEED CONNECTIVITY SOLUTIONS COMPANY INFORMATION AT CHIP, CIRCUIT, SYSTEM, AND SOFTWARE LEVELS Founded in 2006, Victory is a leader in connectivity solutions w

Exhibit 99.3 VICTORY ? PUSHING THE BOUNDARIES OF CONNECTIVITY. EVERYWHERE VICTORY: LEADER IN ULTRA HIGH-SPEED CONNECTIVITY SOLUTIONS COMPANY INFORMATION AT CHIP, CIRCUIT, SYSTEM, AND SOFTWARE LEVELS Founded in 2006, Victory is a leader in connectivity solutions with 116 patent applications Headquartered in Israel with ~270 employees CRITICAL TECHNOLOGY FOR SUPERIOR CONNECTIVITY (1) MARKET LEADER A

Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE Business Combination with PTK Acquisition Corp. Valued at $1.16 Billion

425 1 dp151563425.htm FORM 425 Filed by Valens Semiconductor Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PTK Acquisition Corp. Commission File No. 001-39377 Date: May 25, 2021 Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE Bus

Sponsor Letter Agreement, dated as of May 25, 2021, by and among PTK Holdings LLC, PTK Acquisition Corp and Valens Semiconductor Ltd.

Exhibit 10.2 Execution Version SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of May 25, 2021, is made by and among PTK Holdings LLC, a Delaware limited liability company (the ?Sponsor?), PTK Acquisition Corp., a Delaware corporation (?PTK?), and Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the ?Company

VALENS SEMICONDUCTOR LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020

EX-99.4 9 d151475dex994.htm EX-99.4 Table of Contents Exhibit 99.4 VALENS SEMICONDUCTOR LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 Table of Contents VALENS SEMICONDUCTOR LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS Balance sheets 3-4 Statements of operations 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number) (Check one): Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☒ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ For Period End

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 1-39377 (Commission File Number) (Check one): Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR ? For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on F

Description of the Registrant’s Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of PTK Acquisition Corporation (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as a

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 PTK ACQUISITION CORP. (Exact name of registrant as specified in its charter) D

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 1-39377 (Commission File Number) (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PTK Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PTK Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69375F108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __1____)* PTK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PTK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 69375F207 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

PTK / PTK Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* PTK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 69375F108 (CUSIP Number) November 20, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PTK ACQUISITION CORP. (Exact nam

Quarterly Report - 10-Q

10-Q 1 d87702d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PTK ACQUIS

Financial Statements and Exhibits, Other Events

8-K 1 d44578d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2020 PTK ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39377 84-2970136 (State or other jurisdiction o

PTK ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4

EX-99.1 9 d44578dex991.htm EX-99.1 Exhibit 99.1 PTK ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of PTK Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of PTK Acquisition

Registration Rights Agreement, dated July 13, 2020, among the Company and PTK Holdings, LLC and certain directors of the Company.(2)

EX-10.4 Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2020, is made and entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor and any person or entity who hereafter becomes a party to t

Letter Agreement between the Company, PTK Holdings and each of the officers and directors of the Company.(2)

EX-10.1 Exhibit 10.1 Execution Version July 13, 2020 PTK Acquisitions Corp. 4601 Wilshire Boulevard Suite 240 Los Angeles, California 90010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among PTK Acquisition Corp., a Delaware corporati

Private Placement Warrants Purchase Agreement, dated July 13, 2020, between the Company and PTK Holdings, LLC.(2)

EX-10.5 8 d44578dex105.htm EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 13, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delawa

Stock Escrow Agreement, dated July 13, 2020, among the Company, Continental Stock Transfer & Trust company and PTK Holdings, LLC.(2)

EX-10.3 Exhibit 10.3 Execution Version STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of July 13, 2020 (“Agreement”), by and among PTK ACQUISITION CORP., a Delaware corporation (“Company”) and PTK HOLDINGS LLC (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company has entered into an Underwriting Agreement, dated

Investment Management Trust Agreement, dated as of July 13, 2020, by and between Continental and PTK (incorporated by reference to Exhibit 10.2 to PTK’s Current Report on Form 8-K filed on July 21, 2020).

EX-10.2 Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 13, 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1

Underwriting Agreement, dated July 13, 2020, by and among the Company and Chardan Capital Markets, LLC, as representative of the underwriters.

EX-1.1 2 d44578dex11.htm EX-1.1 Exhibit 1.1 Execution Version 10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENT July 13, 2020 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, PTK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms i

Warrant Agreement, dated as of July 13, 2020, between Continental and PTK (incorporated by reference to PTK’s Current Report on Form 8-K filed on July 21, 2020).

EX-4.1 3 d44578dex41.htm EX-4.1 Exhibit 4.1 Execution Version WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of July 13, 2020, by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (

PTK.U / PTK Acquisition Corp. Units, each consisting of one share of , and one Warrant to acquir / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* PTK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 69375F207 (CUSIP Number) July 13, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

$100,000,000 PTK Acquisition Corp. 10,000,000 Units

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-239149 PROSPECTUS $100,000,000 PTK Acquisition Corp. 10,000,000 Units PTK Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or en

Specimen Unit Certificate. (3)

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS PTK ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE HALF (1/2) OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of common stock, par value $0.0001 per share, of PTK Acquisition Corp.,

Form of Warrant Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of , 2020, by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (the “Units”) of the Company (and up to 1,500,000 a

Form of Private Placement Warrants Purchase Agreement

Exhibit 10.11 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the

- 8-A12B/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PTK ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 84-2970136 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 4601 Wilshi

Third Amendment to Promissory Note between the sponsor and the Registrant

Exhibit 10.10 THIRD AMENDMENT TO PROMISSORY NOTE This THIRD AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of July 9, 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms i

Form of Letter Agreement among the Registrant, the Registrant’s sponsors and the Registrant’s Officers and Directors

Exhibit 10.1 [ ], 2020 PTK Acquisitions Corp. 4601 Wilshire Boulevard Suite 240 Los Angeles, California 90010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among PTK Acquisition Corp., a Delaware corporation (the ?Company?), and Charda

Specimen Warrant Certificate.(3)

Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY?S INITIAL BUSINESS COMBINATION) PTK ACQUISITION CORP. CUSIP WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the ?Warrant?

Form of Registration Rights Agreement by and between the Registrant and Initial Stockholders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2020, is made and entered into by and among PTK Acquisitions Corp., a Delaware corporation (the ?Company?), and PTK Holdings LLC, a Delaware limited liability company (the ?Sponsor?) (the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Sect

Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company, and the sponsor of the Registrant

EX-10.3 Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of , 2020 (“Agreement”), by and among PTK ACQUISITION CORP., a Delaware corporation (“Company”) and PTK HOLDINGS LLC (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company has entered into an Underwriting Agreement, dated as of , 2020 (“Underwriti

Form of Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•]

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 10, 2020 Registration No.

Form of Underwriting Agreement

Exhibit 1.1 10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENT [?], 2020 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, PTK Acquisition Corp., a Delaware corporation (?Company?), hereby confirms its agreement with Chardan Capital Markets, LLC (herein

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Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 July 9, 2020 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

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CORRESP PTK ACQUISITION CORP. 4601 Wilshire Boulevard Suite 240 Los Angeles, California 90010 VIA EDGAR July 9, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Re: PTK Acquisition Corp. Withdrawal of Acceleration Request for Registration Statement on Form S-1 File No. 333-239149 Ladies and Gentlemen: Reference is made to ou

- S-1/A AMENDMENT NO. 2

S-1/A Amendment No. 2 As filed with the Securities and Exchange Commission on July 9, 2020 Registration No. 333- 239149 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PTK Acquisition Corp. Delaware 6770 84-2970136 (State or other jurisdiction of incorporation or organization) (Primary Stand

- S-1/A

S-1/A As filed with the Securities and Exchange Commission on July 8, 2020 Registration No.

- 8-A12B

8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PTK ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 84-2970136 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 4601 Wilshire Boulevar

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-239149), filed with the Securities and Exchange Commission on July 8, 2020).

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (?Warrant Agreement?) is made as of , 2020, by and between PTK Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 10,000,000 units (the ?Units?) of the Company (and up to 1,500,000 addition

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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.

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PTK Acquisition Corp. 4601 Wilshire Boulevard, Suite 240 Los Angeles, California 90010 VIA EDGAR July 7, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Ronald E. Alper Re: PTK Acquisition Corp. Acceleration Request for Registration Statement on Form S-1 File No. 333-239149 Ladies and Gentlemen: Pursuant to Rule 461 under t

Form of Private Placement Warrants Purchase Agreement**

EX-10.11 Exhibit 10.11 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability com

Promissory Note issued by the Registrant to the sponsor of the Registrant

EX-10.5 Exhibit 10.5 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

First Amendment to Promissory Note between the sponsor and the Registrant

Exhibit 10.8 FIRST AMENDMENT TO PROMISSORY NOTE This FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of April 22, 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms

Form of Warrant Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of , 2020, by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (the “Units”) of the Company (and up to 1,500,000 a

Form of Letter Agreement among the Registrant, the Registrant’s sponsors and the Registrant’s Officers and Directors**

EX-10.1 Exhibit 10.1 [ ], 2020 PTK Acquisitions Corp. 4601 Wilshire Boulevard Suite 240 Los Angeles, California 90010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among PTK Acquisition Corp., a Delaware corporation (the “Company”), an

Certificate of Incorporation

EX-3.1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “PTK ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF AUGUST, A.D. 2019, AT 8:44 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COU

BY LAWS PTK ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

EX-3.3 Exhibit 3.3 BY LAWS OF PTK ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in De

Specimen Common Stock Certificate of PTK (incorporated by reference to Exhibit 4.2 to PTK’s Registration Statement on Form S-1 filed on June 12, 2020).

EX-4.2 Exhibit 4.2 NUMBER SHARES C PTK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PTK ACQUISITION CORP. transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate prop

Specimen Unit Certificate of PTK (incorporated by reference to Exhibit 4.1 to PTK’s Registration Statement on Form S-1 filed on June 12, 2020).

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS PTK ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE THREE-QUARTERS OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of common stock, par value $0.0001 per share, of PTK Acquisition Corp.,

Form of Underwriting Agreement**

Exhibit 1.1 10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENT [•], 2020 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, PTK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (herein

Second Amendment to Promissory Note between the sponsor and the Registrant

Exhibit 10.9 SECOND AMENDMENT TO PROMISSORY NOTE This SECOND AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of May [•], 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms

Form of Purchase Agreement between the Registrant and Primerose Development Group Ltd.

EX-10.7 Exhibit 10.7 PTK Acquisition Corp. 3440 Wilshire Boulevard Suite 810 Los Angeles, California 90010 April 21, 2020 Primerose Development Group Ltd. Attention: Daniel Tsai Re: Forward Purchase Contract Ladies and Gentlemen: The initial public offering (the “IPO”) of PTK Acquisition Corp., a Delaware corporation (the “Company”) is expected, as of the date hereof, to generate aggregate gross p

Form of Investment Management Trust Agreement by and between A Continental Stock Transfer & Trust Company and the Registrant**

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•]

Amended and Restated Certificate of Incorporation of PTK (incorporated by reference to Exhibit 3.2 to PTK’s Registration Statement on Form S-1 filed on June 12, 2020).

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PTK ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law PTK Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is PTK Acquisition Corp. (hereinafter called the “Corporation”)

Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company, and the sponsor of the Registrant**

Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of , 2020 (“Agreement”), by and among PTK ACQUISITION CORP., a Delaware corporation (“Company”) and PTK HOLDINGS LLC (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company has entered into an Underwriting Agreement, dated as of , 2020 (“Underwriting Agree

Specimen Warrant Certificate of PTK (incorporated by reference to Exhibit 4.3 to PTK’s Registration Statement on Form S-1 filed on June 12, 2020).

EX-4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) PTK ACQUISITION CORP. CUSIP WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the “W

Power of Attorney (included on the signature page hereto)**

Table of Contents As filed with the Securities and Exchange Commission on June 12, 2020 Registration No.

Subscription Agreement between the Registrant and the sponsor of the Registrant

Exhibit 10.6 PTK Acquisition Corp October 16, 2019 PTK Holdings LLC 100 Northern Ave. Boston, MA 02210 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer PTK Holdings LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of PTK Acquisition Corp.,

Form of Compensation Committee Charter

EX-99.3 Exhibit 99.3 PTK ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of PTK Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive, director and other

Form of Audit Committee Charter

EX-99.1 Exhibit 99.1 PTK ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of PTK Acquisition Corp. (the “Company”), in fulfilling the Board’s oversight responsibilities with respect to the Company’s corporate accounting and fina

Form of Nominating and Corporate Governance Committee Charter

EX-99.2 23 d809012dex992.htm EX-99.2 Exhibit 99.2 PTK ACQUISITION CORP. CHARTER OF NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating and Corporate Governance Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of PTK Acquisition Corp. (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations t

Code of Ethics

EX-14 Exhibit 14 CODE OF CONDUCT AND ETHICS OF PTK ACQUISITIONS CORP. Adopted: , 2020 The Board of Directors of PTK Acquisition Corp. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our stockholders; and • To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; • To prompt full, fair, accurate, timely and

Form of Registration Rights Agreement by and between the Registrant and Initial Stockholders**

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant

PTK ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS

EX-99.3 Exhibit 99.3 PTK ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of PTK Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive, director and other

SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) PTK ACQUISITION CORP.

EX-4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) PTK ACQUISITION CORP. CUSIP WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the “W

WARRANT AGREEMENT

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of , 2020, by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (the “Units”) of the Company (and up to 1,500,000 a

PROMISSORY NOTE Principal Amount: Up to $300,000 Dated as of October 10, 2019

EX-10.5 Exhibit 10.5 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

PTK ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

EX-99.1 Exhibit 99.1 PTK ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of PTK Acquisition Corp. (the “Company”), in fulfilling the Board’s oversight responsibilities with respect to the Company’s corporate accounting and fina

REGISTRATION RIGHTS AGREEMENT

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant

[Signature Page Follows]

EX-10.1 Exhibit 10.1 [ ], 2020 PTK Acquisitions Corp. 4601 Wilshire Boulevard Suite 240 Los Angeles, California 90010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among PTK Acquisition Corp., a Delaware corporation (the “Company”), an

10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENT [•], 2020 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, PTK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PTK ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PTK ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law PTK Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is PTK Acquisition Corp. (hereinafter called the “Corporation”)

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•]

ARTICLE I

EX-3.1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “PTK ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF AUGUST, A.D. 2019, AT 8:44 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COU

BY LAWS PTK ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

EX-3.3 5 filename5.htm Exhibit 3.3 BY LAWS OF PTK ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE THREE-QUARTERS OF ONE SHARE OF COMMON STOCK

EX-4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS PTK ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE THREE-QUARTERS OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of common stock, par value $0.0001 per share, of PTK Acquisition

CODE OF CONDUCT AND ETHICS PTK ACQUISITIONS CORP. Adopted: __________, 2020

EX-14 19 filename19.htm Exhibit 14 CODE OF CONDUCT AND ETHICS OF PTK ACQUISITIONS CORP. Adopted: , 2020 The Board of Directors of PTK Acquisition Corp. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our stockholders; and • To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; • To prompt full, fair, ac

PTK Acquisition Corp

EX-10.6 15 filename15.htm Exhibit 10.6 PTK Acquisition Corp October 16, 2019 PTK Holdings LLC 100 Northern Ave. Boston, MA 02210 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer PTK Holdings LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”),

PTK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK

EX-4.2 7 filename7.htm Exhibit 4.2 NUMBER SHARES C PTK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PTK ACQUISITION CORP. transferable on the books of the Company in person or by duly authorized attorney upon surrender of this

STOCK ESCROW AGREEMENT

EX-10.3 12 filename12.htm Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of , 2020 (“Agreement”), by and among PTK ACQUISITION CORP., a Delaware corporation (“Company”) and PTK HOLDINGS LLC (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company has entered into an Underwriting Agreement, dated as of ,

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DRS/A No.4 Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 5, 2020 as Amendment No. 4 to the draft registration statement dated December 20, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333-[•] UNITED STATES SECURITIES

SECOND AMENDMENT TO PROMISSORY NOTE

EX-10.9 Exhibit 10.9 SECOND AMENDMENT TO PROMISSORY NOTE This SECOND AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of May [•], 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to su

PTK ACQUISITION CORP. CHARTER OF NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS

EX-99.2 21 filename21.htm Exhibit 99.2 PTK ACQUISITION CORP. CHARTER OF NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating and Corporate Governance Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of PTK Acquisition Corp. (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations to stockhold

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.11 Exhibit 10.11 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability com

FIRST AMENDMENT TO PROMISSORY NOTE

EX-10.8 Exhibit 10.8 FIRST AMENDMENT TO PROMISSORY NOTE This FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of April 22, 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to suc

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DRSLTR 1 filename1.htm Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111 T: 415.733.6000 F: 415.677.9041 goodwinprocter.com May 22, 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 Re: PTK Acquisition Corp. Amendment No. 3 to Draft Registratio

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DRSLTR 1 filename1.htm 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 Re: PTK Acquisition Corp. Amendment No. 3 to Draft Registratio

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DRS/A No.3 As confidentially submitted to the Securities and Exchange Commission on May 4, 2020 as Amendment No. 3 to the draft registration statement dated December 20, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMIS

PTK Acquisition Corp. 3440 Wilshire Boulevard Suite 810 Los Angeles, California 90010

EX-10.7 Exhibit 10.7 PTK Acquisition Corp. 3440 Wilshire Boulevard Suite 810 Los Angeles, California 90010 April 21, 2020 Primerose Development Group Ltd. Attention: Daniel Tsai Re: Forward Purchase Contract Ladies and Gentlemen: The initial public offering (the “IPO”) of PTK Acquisition Corp., a Delaware corporation (the “Company”) is expected, as of the date hereof, to generate aggregate gross p

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DRSLTR 1 filename1.htm Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111 T: 415.733.6000 F: 415.677.9041 goodwinprocter.com May 4, 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 Re: PTK Acquisition Corp. Amendment No. 2 to Draft Registration

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DRS/A No.2 Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 23, 2020 as Amendment No. 2 to the draft registration statement dated December 20, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333-[•] UNITED STATES SECURITIE

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DRSLTR No.2 Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111 T: 415.733.6000 F: 415.677.9041 goodwinprocter.com April 23, 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 Re: PTK Acquisition Corp. Draft Registration Statement on Form S-1 File

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DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 21, 2020 as Amendment No.

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DRSLTR 1 filename1.htm January 21, 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 Re: PTK Acquisition Corp. Draft Registration Statement on Form S-1 Filed December 23, 2019 CIK 0001797099 Ladies and Gentlemen: This letter is being submitted on behalf of PTK Ac

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DRS 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on December 20, 2019 Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PTK Acquisition Corp. Delaware 6770 84-2970136 (State or other jurisdiction of incorporation or organiza