United States securities and exchange commission logo
December 21, 2020
Edward Scheetz
Chief Executive Officer
Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT 06830
Re: Ventoux CCM
Acquisition Corp.
Amendment No. 2 to
Form S-1
Filed December 16,
2020
File No. 333-251048
Dear Mr. Scheetz:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 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
December 15, 2020 letter.
Amendment No. 2 to Form S-1 filed December 16, 2020
Risk Factors
Our amended and restated certificate of incorporation designates ...,
page 39
1. We note your disclosure
regarding the exclusive forum provisions on pages 39 and 96.
We also note that the
provisions in Section 10 of the Amended and Restated Certificate of
Incorporation, in
Exhibit 3.4, are inconsistent with your description of the exclusive forum
provisions. Please
revise as appropriate. In addition, please describe the forum provisions
set forth in Section
9.3 of the Warrant Agreement in your description of the warrants and
risk factors.
You may contact Eric
Mcphee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
Edward Scheetz
Ventoux CCM Acquisition Corp.
December 21, 2020
Page 2
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 21, 2020 Page 2
cc: Giovanni Caruso
FirstName LastName