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Giovanni Caruso Partner
345
Park Avenue
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Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 gcaruso@loeb.com |
Via Edgar
December 1, 2020
David Link
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: |
Ventoux CCM Acquisition Corp. Draft Registration Statement on Form S-1 |
Dear Mr. Link:
On behalf of our client, Ventoux CCM Acquisition Corp. (the “Company”), we hereby provide a response to the comment issued in a letter dated October 14, 2020 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are submitting the amended Registration Statement via Edgar (the “Amended S-1”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comment set forth in the Staff’s Letter below. The numbered paragraph set forth below responds to the Staff’s comment and corresponds to the numbered paragraph in the Staff’s Letter.
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A limited liability partnership including professional corporations |
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David Link Page 2 |
Draft Registration Statement on Form S-1 submitted September 29, 2020
General
| 1. |
We note your response to comment 1. Please revise your cover page to provide prominent disclosure of the fact you may require stockholders to vote for or against the business combination to be able to redeem their shares and that stockholders who do not vote, or who abstain from voting, on the business combination will not be able to redeem their shares. Also address this fact in the relevant discussions regarding redemption rights throughout the prospectus. |
Response: The Company has revised the cover page and the disclosure on pages 25, 28, 46, 63 and 91 in accordance with the Staff’s comments.
Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
| /s/ Giovanni Caruso |
Giovanni
Caruso
Partner