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United States securities and exchange commission logo
December 15, 2020
Edward Scheetz
Chief Executive Officer
Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT 06830
Re: Ventoux CCM
Acquisition Corp.
Registration
Statement on Form S-1
Filed December 1,
2020
File No. 333-251048
Dear Mr. Scheetz:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 14, 2020 letter.
Form S-1 filed December 1, 2020
Dilution, page 48
1. Please revise your
dilution disclosure in your next amendment to show the dilution to the
investors in this
offering assuming the over-allotment option is exercised in full.
Principal Stockholders, page 84
2. We note that Chardan
Capital Markets, LLC is an affiliate of your co-sponsor, Chardan
International
Investments, LLC. Please clearly disclose in the beneficial ownership table.
In addition, if Chardan
Capital Markets plans on making a market in the securities, please
revise the registration
fee table, cover page and underwriting section to reflect the market
making activities.
Edward Scheetz
Ventoux CCM Acquisition Corp.
December 15, 2020
Page 2
Certain Transactions, page 87
3. Please revise to address the business combination marketing agreement
with Chardan
Capital Markets, quantify the fees that you will pay Chardan Capital
Markets and clarify
any associated conflicts of interest. Also revise your Use of Proceeds
section, on page
44, to address the business combination marketing agreement and the
amount of the
payments pursuant to the marketing agreement payable to Chardan Capital
Markets in a
footnote or other text.
Rights, page 94
4. Please reconcile statements that each holder of a right will receive 1/20
of a share of
common stock upon consummation of a business combination with the
statement that no
fractional shares will be issued upon conversion. Please also clarify
whether the receipt of
common stock in a transaction in which you are the surviving entity is
also a "conversion"
for this purpose. We note that holders of rights must affirmatively
convert them if the
business combination does not result in the company being the surviving
entity.
Financial Statements, page F-1
5. Please revise your interim financial statements in your next amendment to
include the
required statements of operations and cash flows for the corresponding
period in the prior
year. Refer to Rule 8-03 of Regulation S-X.
Note 6 - Commitments, page F-13
6. Please revise your footnote to disclose the terms of the Business
Combination Marketing
Agreement.
You may contact Eric Mcphee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
FirstName LastNameEdward Scheetz
Division of
Corporation Finance
Comapany NameVentoux CCM Acquisition Corp.
Office of Real
Estate & Construction
December 15, 2020 Page 2
cc: Giovanni Caruso
FirstName LastName