United States securities and exchange commission logo
December 22, 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. 3 to
Form S-1
Filed December 21,
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 the comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 21, 2020 letter.
Amendment No. 3 to Form S-1
General
1. We note your response
to comment 1 and the revised disclosure. It appears to us that your
disclosure regarding
the exclusive forum provisions is still inconsistent with the disclosure
in the Amended and
Restated Certificate of Incorporation. We note you state on page 39
that the provisions
of this paragraph in our amended and restated certificate of
incorporation will not
apply to suits brought to enforce any liability or duty created by the
Exchange Act or any
other claim for which the federal district courts of the United States
of America shall be the
sole and exclusive forum. If the exclusive forum provision does
not apply to actions
arising under the Securities Act or Exchange Act, please ensure that
the exclusive forum
provision in your Amended and Restated Articles of Incorporation
Edward Scheetz
Ventoux CCM Acquisition Corp.
December 22, 2020
Page 2
clearly states this. In addition, please describe the forum provisions
set forth in Section
7.3 of the Rights Agreement in your description of the rights and risk
factors.
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 22, 2020 Page 2
cc: Giovanni Caruso
FirstName LastName