October 8, 2019
Thomas D. Hennessy
Co-Chief Executive Officer and President
PropTech Acquisition Corporation
3485 N. Pines Way, Suite 110
Wilson, WY 83014
Re: PropTech Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted September 11, 2019
Cik No. 0001784535
Dear Mr. Hennessy:
We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 submitted September 11, 2019
Corporate Information, page 6
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Risk Factors, page 27
2. We note your disclosures beginning on page 126 regarding tax
consequences that are
uncertain, unclear or where there is absence of authority. Please add a
risk factor to
address the tax uncertainties investors will encounter by an investment
in this offering.
Thomas D. Hennessy
FirstNameAcquisition Corporation
PropTech LastNameThomas D. Hennessy
Comapany 2019
October 8, NamePropTech Acquisition Corporation
Page 2
October 8, 2019 Page 2
FirstName LastName
If we seek stockholder approval..., page 27
3. We note your disclosure regarding the number of public shares needed
to vote in favor of
an initial business combination if submitted to a vote and all
outstanding shares are voted.
Please revise to disclose the number of shares needed to vote in favor
of the transaction if
only the minimum number of shares required for a quorum vote, assuming
all founder
shares are voted.
You will not have any rights or interests..., page 30
4. We note your disclosure that shareholders will be entitled to funds in
the trust account
only on the earlier to occur of the listed events. If shareholders who
have the rights to
funds in connection with an amendment to your articles would then not
have rights to the
funds in connection with a subsequent business combination, please
revise to clarify
throughout.
If third parties bring claims against us..., page 33
5. If the transfer agent and warrant agent mentioned on page 120 are not
going to execute the
waiver agreement that you mention in this risk factor, please clarify
your disclosure
accordingly.
We are not registering the shares..., page 37
6. If the holders of warrants issued privately can exercise warrants
while the holders of
warrants issued in this offering cannot, please revise this risk
factor to describe the risk to
investors in this offering.
The provisions of our amended and restated certificate of incorporation...,
page 47
7. Please address the risks if the referenced amendments are deemed to
involve the issuance
of a new security and you were not able to register the issuance of
the new securities or
rely upon an exemption from registration.
Our amended and restated certificate of incorporation will require..., page 53
8. Please expand your risk factor regarding your exclusive forum
provision to address
increased costs that stockholders may face to bring a claim. Also,
where you refer to
stockholders not being "deemed" to have waived your compliance with
federal securities
laws and the rules and regulations thereunder, like here and on page
122, please revise to
clarify that investors cannot waive compliance with the federal
securities laws and the
rules and regulations thereunder.
Management, page 99
9. Please revise to clarify who are the "four highly accomplished and
engaged independent
directors" referenced on page 3. Your current disclosure lists no
independent directors.
Thomas D. Hennessy
PropTech Acquisition Corporation
October 8, 2019
Page 3
Restrictions on Transfers of Founder Shares and Private Placement Warrants,
page 108
10. It appears from your disclosure that, in the case of clause (f) in
this section, the transferee
will not be bound by the restrictions and agreements. Please tell us
how you will
distinguish between the public shares and the placement shares after
such transfers and
whether the transferees will have rights to the funds in the trust
account.
Personal Holding Company Status, page 127
11. If you could become subject to the additional PHC tax, please disclose
if there would be
any impact on the amounts available in your trust account and include
appropriate risk
factor disclosure.
Allocation of Purchase Price and Characterization of a Unit, page 127
12. We note the disclosure that the "holder of a unit must allocate the
purchase price paid by
such holder for such unit between the one share of Class A common
stock and the one-
half warrant based on the relative fair market value of each at the
time of issuance."
Please clarify how a holder will know the fair market value of the
warrant at the time of
issuance if the warrants do not trade separately from the units at
that time.
You may contact Tara Harkins at 202-551-3639 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek,
Senior Attorney, at
202-551-3641 with any other questions.
FirstName LastNameThomas D. Hennessy Sincerely,
Comapany NamePropTech Acquisition Corporation
Division of
Corporation Finance
October 8, 2019 Page 3 Office of
Manufacturing
FirstName LastName