NotwithstandingTable the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, without the prior consent of the Company. Contents

LiquidityTable andof Capital Resources Contents

FairTable Value of Financial Instruments Contents

9Table of Contents

OfTable the 11,500,000 Units sold in the Initial Public Offering, an aggregate of 1,000,000 Units were purchased by Primerose Development Group Ltd. (“Primerose”). Primerose also entered into an agreement with the Company providing that it will hold at least 1,000,000 shares of the Company’s common stock following the Initial Business Combination. Primerose’s commitment to hold at least 1,000,000 shares of the Company’s common stock following the Initial Business Combination was satisfied by a purchase of Units in the Initial Public Offering. Contents

11Table of Contents

CommonTable stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. As of September 30, 2020 and December 31, 2019, there were a total of 14,375,000 shares of common stock outstanding, including 11,500,000 Public Shares and 2,875,000 Insider Shares. Of the 2,875,000 Insider Shares of common stock outstanding at December 31, 2019, an aggregate of up to 375,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so as to maintain the number of Insider Shares at 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, no Insider Shares were forfeited. Contents

NOTESTable TOof UNAUDITED CONDENSED FINANCIAL STATEMENTS Contents

WeTable are a blank check company incorporated in Delaware on August 19, 2019. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Contents

ForTable the nine months ended September 30, 2020, we had net loss of approximately $376,000, which consisted of approximately $203,000 in general and administrative costs, $25,000 of administrative fees – related party and $151,000 of franchise tax expense, which was partially offset by approximately $3,000 gain on the investments held in the Trust Account. Contents

OnTable October 10, 2019, our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing, and on July 9, 2020 the Company amended such loan to provide that such loan: (A) was convertible into 600,000 private warrants issuable to the Sponsor at a purchase price of $0.50 per warrant upon the consummation of the Initial Public Offering; or (B) due in cash to the Sponsor on the date we determine not to proceed with the Initial Public Offering. We fully borrowed the Note amount of $300,000 and, on July 15, 2020, the Note was converted into 600,000 private warrants upon the consummation of the Initial Public Offering. Contents

TheTable underwriters were entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $4.025 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Contents

OurTable managementof does not believe that there are any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. Contents

OfTable the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Units, $115.0 million ($10.00 per Unit) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Contents

*Table These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2020~~2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39377

PTK ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		~~001~~84-~~39377~~2970136		~~84-2970136~~
(State or other jurisdiction of incorporation or organization)		(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(I.R.S. Employer Identification Number)~~

4601 Wilshire Boulevard Suite 240 Los Angeles, California		90010
(Address of principal executive offices)		(Zip Code)

4601 Wilshire Boulevard, Suite 240

~~Registrant’s~~Los ~~telephone number~~Angles, ~~including~~California ~~area~~90010 ~~code: (213) 625-8886~~

~~Not~~(Address ~~Applicable~~of Principal Executive Offices, including zip code)

(~~Former name or former address, if changed since last report~~213) 625-8886

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock, and one Warrant to acquire one-half of one share of Common Stock	PTK.U	NYSE American, LLC
Units, each consisting of one share of Common Stock, and one warrant to acquire one-half of one share of Common Stock, par value $0.0001	PTK.U	NYSE American, LLC
Common Stock, par value $0.0001 per share	PTK	NYSE American, LLC
Common Stock, par value $0.0001	PTK	NYSE American, LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	PTK WS	NYSE American, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).: Yes ☒ No ☐

As of ~~November 13~~June 10, ~~2020~~2021, 14 1,~~375~~581,~~000~~139 units, 12,793,861 common stock shares, ~~par value~~ $0.0001 par ~~per~~value, ~~share~~and 16,718,861 warrants were issued and outstanding.

PTK ACQUISITION CORP.

Quarterly Report on Form 10-Q

~~For~~TABLE ~~the~~OF ~~Quarter~~CONTENTS ~~Ended September 30, 2020~~

Table of Contents


		Page

PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements		1

	Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020		1

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2021 and March 31, 2020		2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2021 and March 31, 2020		3

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2021 and March 31, 2020		4

	Notes to Unaudited Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		23

Item 4.	Control and Procedures		23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		24

Item 1A.	Risk Factors		24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24

Item 3.	Defaults Upon Senior Securities		24

Item 4.	Mine Safety Disclosures		24

Item 5.	Other Information		24

Item 6.	Exhibits		24

SIGNATURES			26

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Unaudited Condensed Balance Sheets as of September 30, 2020 and December 31, 2019		1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2020		2
	Unaudited Condensed Statements of Changes in Shareholder’s Equity for the Three and Nine Months Ended September 30, 2020		3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2020 and for the Period from August 19, 2019 (Inception) through September 30, 2019		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.	Controls and Procedures		20
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		21

PART I. – FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial~~UNAUDITED ~~Statements~~CONDENSED ~~(Unaudited)~~FINANCIAL STATEMENTS

PTK ACQUISITION CORP.

~~UNAUDITED~~ CONDENSED BALANCE SHEETS

	September 30, 2020			December 31, 2019
	March 31, 2021			December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	~~446~~177,~~728~~972		$	~~180~~333,~~975~~181
Prepaid expenses		9829,~~572~~900			—64,254
Total current assets		~~545~~207,~~300~~872			~~180~~397,~~975~~435
Investments held in Trust Account		115,~~003~~008,~~136~~871			—115,006,035
Deferred offering costs associated with the initial public offering		—			246,879
Total assets	$	115,216,743		$	115,403,470
Total assets	$	115,548,436		$	427,854
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	~~137~~399,~~238~~609		$	~~103~~399,~~489~~863
Accrued expenses		~~161~~674,~~682~~455			—115,976
Accrued expenses—related party		2481,~~477~~677			—53,677
Note payable—related party		—			300,000
Franchise tax payable		158,118			108,803
Franchise tax payable		151,568			2,202
Total current liabilities		1,313,859			678,319
Total current liabilities		474,965			405,691
Deferred underwriting commissions		4,025,000			4,025,000
Deferred underwriting commissions		4,025,000			—
Warrant liabilities		5,180,000			5,180,000
Total liabilities		410,~~499~~518,~~965~~859			~~405~~9,~~691~~883,319
Commitments and Contingencies
Commitments and Contingencies (Note 5)
Common stock, $0.0001 par value; 10,604,846 shares subject to possible redemption at $10.00 per share		106,048,460			—
Common stock, $0.0001 par value; 9,969,788 and 10,052,015 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively		99,697,880			100,520,150
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,770,154 shares issued and outstanding (excluding 10,604,846 shares subject to possible redemption)		377			288
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,405,212 and 4,322,985 shares issued and outstanding (excluding 9,969,788 and 10,052,015 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		440			432
Additional paid-in capital		58,~~378~~276,~~667~~377			247,~~712~~454,115
Accumulated deficit		(~~379~~3,~~033~~276,813	)		(2,~~837~~454,546	)
Total stockholders’ equity		5,000,~~011~~004			225,~~163~~000,001
Total liabilities and stockholders’ equity	$	115,~~548~~216,~~436~~743		$	~~427~~115,~~854~~403,470

The accompanying notes are an integral part of these unaudited condensed financial statements.

PTK ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months EndedSeptember 30, 2020			For the Nine Months EndedSeptember 30, 2020
	For the Three Months Ended
	March 31, 2021			March 31, 2020
Operating expenses
General and administrative expenses	$	~~196~~745,~~596~~788		$	~~203~~6,~~367~~570
Administrative fees—related party		2530,000			~~25,000~~—
Franchise tax expense		5049,~~914~~315			~~150~~2,~~965~~022
Loss from operations	$	(~~272~~825,~~510~~103	)	$	(~~379~~8,~~332~~592	)
Net gain from investments held in Trust Account		32,~~136~~836			~~3,136~~—
Net loss	$	(~~269~~822,~~374~~267	)	$	(~~376~~8,~~196~~592	)
Weighted average shares outstanding, basic and diluted		3,555,033			2,854,245
Weighted average shares outstanding of common stock subject to possible redemption , basic and diluted		10,051,101			—
Basic and diluted net loss per share	$	(0.08	)	$	(0.13	)
Basic and diluted net income per share, common stock subject to possible redemption	$	—		$	—
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		4,323,899			2,500,000
Basic and diluted net loss per share, non-redeemable common stock	$	(0.19	)	$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

PTK ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN ~~SHAREHOLDER~~STOCKHOLDERS’S EQUITY

	Preferred Stock				Common Stock						Additional Paid-In			Accumulated			Total Stockholders’
	For the Three Months Ended March 31, 2021
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
											Total Stockholders’
Balance—December 31, 2019		—	$	—		2,875,000		$	288		$	24,712		$	(2,837	)	$	22,163
	Common Stock				Additional Paid-InCapital			AccumulatedDeficit
Net loss		—		—		—			—			—			(8,592	)		(8,592	)
	Shares		Amount								Equity
Balance—March 31, 2020 (unaudited)		—		—		2,875,000			288			24,712			(11,429	)		13,571
Balance - December 31, 2020		4,322,985	$	432	$	7,454,115		$	(2,454,546	)	$	5,000,001
Net loss		—		—		—			—			—			(98,230	)		(98,230	)
Change in value of common stock subject to possible redemption		82,227		8		822,262			—			822,270
Balance—June 30, 2020 (unaudited)		—		—		2,875,000			288			24,712			(109,659	)		(84,659	)
Net loss		—		—		—			(822,267	)		(822,267	)
Sale of units in initial public offering, gross		—		—		11,500,000			1,150			114,998,850			—			115,000,000
Balance - March 31, 2021		4,405,212	$	440	$	8,276,377		$	(3,276,813	)	$	5,000,004
Offering costs		—		—		—			—			(7,297,496	)		—			(7,297,496	)
	For the Three Months Ended March 31, 2020
Sale of private placement warrants to Sponsor in private placement		—		—		—			—			3,400,000			—			3,400,000
											TotalStockholders’Equity
Initial value of common stock subject to possible redemption		—		—		(10,630,937	)		(1,063	)		(106,308,307	)		—			(106,309,370	)
	Common Stock				Additional Paid-InCapital			AccumulatedDeficit
Change in value of common stock subject to possible redemption		—		—		26,091			2			260,908			—			260,910
	Shares		Amount
Conversion of note payable into warrants		—		—		—			—			300,000			—			300,000
Balance - December 31, 2019		2,875,000	$	288	$	24,712		$	(2,837	)	$	22,163
Net loss		—		—		—			—(8,592	)		—(8,592	)		~~(269,374~~	)		~~(269,374~~	)
Balance—September 30, 2020 (unaudited)		—	$	—		3,770,154		$	377		$	5,378,667		$	(379,033	)	$	5,000,011
Balance - March 31, 2020		2,875,000	$	288	$	24,712		$	(11,429	)	$	13,571

The accompanying notes are an integral part of these unaudited condensed financial statements.

PTK ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended			For the Period from August 19,2019 (Inception) through
	For the Three Months Ended
	September 30, 2020			September 30, 2019
	March 31, 2021			March 31, 2020
Cash Flows from Operating Activities:
Net loss	$	(~~376~~822,~~196~~267	)	$	(~~609~~8,592	)
Net gain from investments held in Trust Account		(3,136	)		—
Adjustments to reconcile net loss to net cash used in operating activities:
Net gain from investments held in Trust Account		(2,836	)		—
Changes in operating assets and liabilities:
Prepaid expenses		~~(98~~34,~~572~~354	)		—
Accounts payable		(~~15,743~~254	)		~~609~~(18,608	)
Accrued expenses		76558,~~682~~479			—
Accrued expenses—related party		2428,~~477~~000			—
Franchise tax payable		~~149~~49,~~366~~315			—2,023
Net cash used in operating activities		(~~243~~155,~~122~~209	)		—(25,177	)
Cash Flows from Investing Activities
Investment held in Trust Account		(115,000,000	)		—
Net cash used in investing activities		(115,000,000	)		—
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		115,000,000			—
Offering costs paid		—			(17,750	)
Proceeds received from private placement		3,400,000			—
Net cash used in financing activities		—			(17,750	)
Offering costs paid		(2,891,125	)		—
Net change in cash		(155,209	)		(42,927	)
Payment to advances from related party		—
Cash—beginning of the period		333,181			180,975
Net cash provided by financing activities		115,508,875			—
Cash—end of the period	$	177,972		$	138,048
Net change in cash		265,753			—
Cash—beginning of the period		180,975			—
Cash—end of the period	$	446,728		$	—
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	~~74,670~~—		$	30155,~~000~~617
Offering costs included in accrued expenses	$	85,000		$	—
Change in value of common stock subject to possible redemption	$	(822,270	)	$	—
Deferred underwriting commissions in connection with the initial public offering	$	4,025,000		$	—
Conversion of note payable into warrants	$	300,000		$	—
Initial value of common stock subject to possible redemption	$	106,309,370		$	—
Change in value of common stock subject to possible redemption	$	(260,910	)	$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

PTK ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Note~~ 1. — Description of Organization and Business Operations

~~PTK~~Organization Acquisition Corp. (the “Company”) was incorporated in Delaware on August 19, 2019. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, asGeneral ~~such, the Company is subject to all of the risks associated with emerging growth companies.~~

AsPTK ofAcquisition ~~September 30,~~Corp. ~~2020,~~ (the “Company”) ~~had~~was ~~not~~incorporated ~~commenced~~in ~~any~~Delaware ~~operations.~~on ~~All activity for the period from~~ August 19, 2019. ~~(inception)~~The ~~through September 30, 2020 relates to the~~ Company’s ~~formation~~was ~~and~~incorporated ~~the~~for ~~initial public offering (~~the ~~“Initial~~purpose ~~Public~~of ~~Offering”)~~effecting ~~and~~a ~~since~~merger, ~~the~~amalgamation, ~~closing~~share ofexchange, ~~the~~asset ~~Initial~~acquisition, ~~Public~~share ~~Offering~~purchase, ~~the~~reorganization ~~search~~or ~~for~~similar ~~a prospective~~business ~~initial~~combination ~~Business~~with ~~Combination.~~one ~~The~~or ~~Company~~more ~~will~~businesses ~~not generate any operating revenues until after~~ (the ~~completion of its initial~~ “Business Combination~~, at the earliest~~”). The Company ~~will generate non-operating income in~~ ~~the~~is ~~form~~an ofemerging ~~interest~~growth ~~income~~company onand, ~~investments~~as ~~held~~such, ~~in trust from~~ the ~~proceeds~~Company ~~derived~~is ~~from~~subject ~~the~~to ~~Initial~~all ~~Public Offering and the sale~~ of the ~~Private Placement~~risks ~~Warrants~~associated ~~(as~~with ~~defined~~emerging ~~below).~~growth ~~The Company has selected December 31 as its fiscal year end~~companies.

~~The Company’s~~As ~~sponsor~~of isMarch 31, ~~PTK Holdings LLC~~2021, athe ~~Delaware~~Company ~~limited~~had ~~liability~~not ~~company~~commenced ~~(the~~any ~~“Sponsor”)~~operations. ~~The~~All ~~registration~~activity ~~statement~~ for the ~~Initial~~period ~~Public~~from ~~Offering was declared effective on July~~August 1319, ~~2020.~~2019 On(inception) ~~July~~through March 1531, ~~2020,~~2021 relates to the Company ~~consummated~~’s formation and the ~~Initial~~ ~~Public~~initial ~~Offering~~public ~~of 11,500,000~~offering ~~units~~ (the “~~Units~~Initial Public Offering”) and, ~~with~~since ~~respect to~~ the ~~common~~closing ~~stock~~of ~~included~~the inInitial ~~the~~Public ~~Units~~Offering, the ~~“Public~~search ~~Shares”), including~~for a prospective initial Business Combination. The Company will not generate any operating revenues until after the ~~issuance~~completion of ~~1,500,000~~its ~~Units~~initial asBusiness aCombination, ~~result of~~at the ~~underwriters’~~earliest. ~~exercise~~The ofCompany ~~their~~will ~~over~~generate non-~~allotment~~operating ~~option~~income in ~~full, at~~the ~~$10.00~~form ~~per~~of ~~Unit,~~interest income ~~generating~~on ~~gross~~investments held in trust from the proceeds ~~of $115.0 million,~~derived ~~and~~from ~~incurring~~the ~~offering~~Initial ~~costs~~Public ofOffering ~~approximately~~and ~~$7.3 million,~~the ~~inclusive~~sale of ~~approximately $4~~the Private Placement Warrants (as defined below).~~0 million~~ inThe ~~deferred~~Company ~~underwriting~~has ~~commissions~~selected ~~(Note~~December 5)31 as its fiscal year end.

~~Simultaneously~~Sponsor ~~with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,800,000 warrants (each, a “Private Placement Warrant”~~ and ~~collectively,~~Financing ~~the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million (Note 4).~~

~~Upon~~The ~~the~~Company’s ~~closing~~sponsor ofis ~~the~~PTK Holdings ~~Initial~~LLC, ~~Public~~a ~~Offering~~Delaware ~~and~~limited ~~the~~liability ~~Private~~company ~~Placement, $115.0 million~~ (~~$10.00~~the ~~per Unit~~“Sponsor”). ofThe ~~the~~registration ~~net proceeds~~statement offor the Initial Public Offering ~~and~~was ~~certain~~declared ofeffective ~~the~~on ~~proceeds~~July 13, of2020. ~~the~~On ~~Private~~July 15, ~~Placement~~2020, ~~was placed~~the inCompany aconsummated ~~trust~~the ~~account~~Initial ~~(“Trust~~Public Offering ~~Account”)~~of 11,500,000 ~~located~~units in (the ~~United~~“Units” ~~States~~and, with ~~Continental~~respect ~~Stock~~to ~~Transfer &~~the ~~Trust~~common ~~Company~~stock ~~acting as~~included ~~trustee,~~in ~~and~~the ~~invested~~Units, ~~only~~the ~~in U.S.~~ “~~government~~Public ~~securities~~Shares”), ~~within~~including the ~~meaning~~issuance of ~~Section 2(a)(16)~~1,500,000 ofUnits ~~the~~as ~~Investment~~a ~~Company~~result ~~Act~~of ~~having~~the aunderwriters’ ~~maturity~~exercise of ~~180~~their over-allotment ~~days~~option orin ~~less~~full, orat in$10.00 ~~money~~per ~~market~~Unit, ~~funds~~generating ~~meeting~~gross ~~certain~~proceeds ~~conditions~~of ~~under~~$115.0 ~~Rule 2a-7 promulgated under~~million, ~~the~~and ~~Investment~~incurring ~~Company~~offering ~~Act~~costs ~~which~~of ~~invest~~approximately ~~only in direct U~~$7.~~S. government treasury obligations~~3 million, ~~until~~inclusive ~~the distribution~~ of ~~the~~approximately ~~Trust~~$4.0 million ~~Account~~in asdeferred ~~described~~underwriting ~~below~~commissions (Note 5).

~~The~~Simultaneously ~~Company’s management has broad discretion~~ with ~~respect to~~ the ~~specific~~closing ~~application~~ of the ~~net proceeds of the~~ Initial Public Offering ~~and the sale of the Private Placement Warrants~~, ~~although substantially all of~~ the ~~net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the~~ Company ~~will~~consummated ~~be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of~~ the ~~value~~private ofplacement ~~the assets held in the Trust Account~~ (as“Private ~~defined below~~Placement”) ~~(excluding the~~ ~~amount~~ of ~~deferred~~6,800,000 ~~underwriting~~warrants ~~discounts~~(each, ~~held~~a in“Private ~~trust~~Placement Warrant” and ~~taxes~~collectively, ~~payable on~~ the ~~income~~“Private ~~earned~~Placement ~~on the Trust Account~~Warrants”), at ~~the~~a ~~time~~price of ~~signing the agreement to enter into the initial Business Combination~~$0. ~~However, the Company will only complete a Business Combination if the post-transaction company owns or acquires~~ 50% orper ~~more~~Private ofPlacement ~~the~~Warrant ~~outstanding~~to ~~voting securities of~~ the ~~target~~Sponsor, orgenerating ~~otherwise~~gross ~~acquires~~proceeds ~~a controlling interest in the target business sufficient for it not~~ to ~~be required to register as an investment company under~~ the ~~Investment~~ Company ~~Act~~of $3.4 million ~~1940, as amended~~ (~~the~~Note ~~“Investment Company Act”~~4).

5Trust Account

~~Table~~Upon the closing of ~~Contents~~the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the distribution of the Trust Account as described below.

~~PTK~~Initial ~~ACQUISITION~~Business ~~CORP.~~Combination

~~NOTES~~The TOCompany’s ~~UNAUDITED~~management ~~CONDENSED~~has ~~FINANCIAL~~broad ~~STATEMENTS~~discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company will provide its holders (the “Public Stockholders”) of its common stock, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the consummation of a Business Combination, including interest (which interest shall be net of taxes payable). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon consummation of the Business Combination and a majority of the Company’s common stock voted at the applicable meeting are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote any Insider Shares (as defined below in Note 4) and Public Shares held by them in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the completion of a Business Combination.

~~The~~PTK ~~Sponsor~~ACQUISITION and the Company’s officers and directors agreed not to propose any amendment to the Company’s Amended and Restated Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 15, 2022 (the “Combination Period”) or (2) which adversely affects the rights of holders of the Public Shares, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendmentCORP.

IfNOTES ~~the~~TO ~~Company~~UNAUDITED isCONDENSED ~~unable~~FINANCIAL toSTATEMENTS complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the Company’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company will pay the costs of any liquidation following the redemptions from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses.

6The Company will provide its holders (the “Public Stockholders”) of its common stock, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the consummation of a Business Combination, including interest (which interest shall be net of taxes payable). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon consummation of the Business Combination and a majority of the Company’s common stock voted at the applicable meeting are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote any Insider Shares (as defined below in Note 4) and Public Shares held by them in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the completion of a Business Combination.

~~Table~~Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of ~~Contents~~its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, without the prior consent of the Company.

~~PTK~~The ~~ACQUISITION~~Sponsor ~~CORP~~and the Company’s officers and directors agreed not to propose any amendment to the Company’s Amended and Restated Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 15, 2022 (the “Combination Period”) or (2) which adversely affects the rights of holders of the Public Shares, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

~~NOTES~~If TOthe ~~UNAUDITED~~Company ~~CONDENSED~~is ~~FINANCIAL~~unable ~~STATEMENTS~~to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the Company’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company will pay the costs of any liquidation following the redemptions from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses.

~~The~~6 Sponsor and the Company’s officers and directors, agreed to waive their liquidation rights with respect to any Founder Shares they hold if the Company fails to complete a Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares held by them if the Company fails to complete a Business Combination within the Combination Period). The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the allotted time frame and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account, or less than such amount in certain circumstances. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (excluding its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders.

AsPTK ofACQUISITION ~~September 30, 2020, the Company had approximately $447,000 in its operating bank accounts and working capital of approximately $222,000, excluding franchise tax payable~~CORP.

~~Prior~~NOTES toTO ~~the~~UNAUDITED ~~completion~~CONDENSED ofFINANCIAL ~~the~~STATEMENTS Initial Public Offering on July 15 2020, the Company’s liquidity needs were satisfied through the receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $300,000 Note issued to the Sponsor, which was converted in to private warrants upon closing of the Initial Public Offering (Note 4). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans.

~~Based~~The onSponsor and the ~~foregoing,~~Company’s ~~management~~officers ~~believes~~and ~~that~~directors agreed to waive their liquidation rights with respect to any Insider Shares they hold if the Company fails to complete a Business Combination within the Combination Period (although they will ~~have~~be ~~sufficient~~entitled ~~working~~to ~~capital~~liquidating ~~and~~distributions ~~borrowing~~from ~~capacity~~the Trust Account with respect to ~~meet~~any ~~its~~Public ~~needs~~Shares ~~through~~held by them if the ~~earlier~~Company offails to complete a Business Combination within the ~~consummation~~Combination ofPeriod). The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the allotted time frame and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account, or ~~one~~less ~~year~~than ~~from~~such ~~this~~amount ~~filing~~in certain circumstances. ~~Over~~In ~~this~~order ~~time~~to ~~period~~protect the amounts held in the Trust Account, the ~~Company~~Sponsor has agreed that it will be ~~using~~liable ~~these~~to ~~funds~~the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for ~~paying~~services ~~existing~~rendered ~~accounts~~or ~~payable~~products sold to the Company, ~~identifying~~or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply to any claims by a third party who executed a waiver of any and ~~evaluating~~all ~~prospective~~rights ~~initial~~to ~~Business~~seek ~~Combination~~access ~~candidates~~to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, ~~performing~~including ~~due~~liabilities ~~diligence~~under onthe ~~prospective~~Securities ~~target~~Act ~~businesses~~of 1933, ~~paying~~as ~~for~~amended ~~travel~~(the ~~expenditures~~“Securities Act”). Moreover, ~~selecting~~in the ~~target~~event ~~business~~that an executed waiver is deemed to ~~merge~~be unenforceable against a third party, the ~~with~~Sponsor orwill ~~acquire~~not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, ~~and~~including, ~~structuring~~but not limited to, ~~negotiating~~all vendors, service providers (excluding its independent registered public accounting firm), prospective target businesses and ~~consummating~~other entities with which the ~~Business~~Company ~~Combination~~does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders.

~~On January 30~~Liquidity, ~~2020,~~Capital ~~the World~~Resources Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 pandemic and ~~has~~Going ~~concluded~~Concern that the specific impact is not readily determinable as of the date of the balance sheet. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Note~~As 2of —March 31, ~~Summary~~2021, the Company had approximately $178,000 in its operating bank accounts and working capital deficit of ~~Significant~~approximately ~~Accounting~~$948,000 (not ~~Policies~~taken into account tax obligations of approximately $158,000 that may be paid using investment income earned from Trust Account). In order to meet our working capital needs following the consummation of the Initial Public Offering, our sponsor may, but is not obligated to, loan us funds, from time to time or at any time, in whatever amount it deems reasonable in its sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at our sponsor’s discretion, up to $1.0 million of the notes may be converted upon consummation of our business combination into private warrants at a price of $0.50 per warrant (which, for example, would result in our sponsor being issued 1,000,000 private warrants at a purchase price of $0.50 per warrant if $500,000 of notes were so converted). If we do not complete a business combination, any outstanding loans from our sponsor, will be repaid only from amounts remaining outside our trust account, if any.

~~Basis~~Prior to the completion of ~~Presentation~~the Initial Public Offering on July 15, 2020, the Company’s liquidity needs were satisfied through the receipt of $25,000 from the Sponsor in exchange for the issuance of the Insider Shares, and a $300,000 Note issued to the Sponsor, which was converted in to private warrants upon closing of the Initial Public Offering (Note 4). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans.

~~The~~We ~~accompanying~~will ~~unaudited~~need ~~condensed~~to ~~financial~~raise ~~statements~~additional ~~are~~capital ~~presented~~through inloans ~~U.S.~~or ~~dollars~~additional ininvestments ~~conformity~~from ~~with accounting~~our ~~principles~~Sponsor, ~~generally~~or ~~accepted~~an inaffiliate ~~the~~of ~~United~~our ~~States~~Sponsor, ofshareholders, ~~America~~officers ~~(“GAAP”)~~or ~~for~~directors, ~~financial~~or ~~information~~third parties. Our officers, directors and ~~pursuant~~Sponsor may, but are not obligated to, ~~the~~loan ~~rules~~us ~~and~~funds, ~~regulations~~from oftime ~~the~~to ~~SEC~~time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, ~~they~~we domay not ~~include~~be ~~all~~able ofto ~~the~~obtain ~~information~~additional ~~and~~financing. ~~footnotes~~If ~~required~~we byare ~~GAAP. In~~unable ~~the~~to ~~opinion~~raise ofadditional ~~management~~capital, ~~the~~we ~~unaudited~~may ~~condensed~~be ~~financial~~required ~~statements~~to ~~reflect~~take ~~all~~additional ~~adjustments~~measures to conserve liquidity, which could include, ~~only~~but ~~normal~~not ~~recurring~~necessarily ~~adjustments~~be ~~necessary~~limited ~~for~~to, ~~the~~curtailing ~~fair~~operations, ~~statement~~suspending the pursuit of ~~the~~a ~~balances~~potential transaction, and ~~results~~reducing ~~for~~overhead ~~the~~expenses. ~~periods~~We ~~presented.~~cannot ~~Operating results~~provide ~~for~~any ~~the~~assurance ~~period~~that ~~for~~new ~~the~~financing ~~three~~will ~~and~~be ~~nine~~available ~~months~~to ~~ended~~us on ~~September 30~~commercially acceptable terms, ~~2020~~if ~~are~~at ~~not~~all. ~~necessarily~~These ~~indicative~~conditions ofraise substantial doubt about our ability to continue as a going concern through January 15, 2022, the ~~results~~date that ~~may~~we will be ~~expected~~required ~~through~~to ~~December 31~~cease all operations, ~~2020~~except for the purpose of winding up, if a Business Combination is not consummated. These conditions raise substantial doubt about our ability to continue as a going concern.

PTK ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~The~~2. ~~accompanying~~Significant ~~unaudited~~Accounting condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on July 21, 2020 and July 15, 2020, respectivelyPolicies.

~~Emerging~~Basis ~~Growth~~of ~~Company~~Presentation

~~Section 102(b)(1)~~The ofaccompanying ~~the~~unaudited condensed ~~Jumpstart~~financial ~~Our~~statements ~~Business~~are ~~Startups~~presented ~~Act~~in ofU.S. ~~2012~~dollars ~~(the~~in ~~“JOBS~~conformity ~~Act”)~~with ~~exempts~~accounting ~~emerging~~principles ~~growth companies~~generally ~~from~~accepted ~~being~~in ~~required~~the toUnited ~~comply~~States ~~with~~of ~~new~~America or(“GAAP”) ~~revised~~for financial ~~accounting~~information ~~standards~~and ~~until~~pursuant ~~private~~to ~~companies~~the ~~(that~~rules ~~is,~~and ~~those~~regulations ~~that~~of ~~have~~the SEC. ~~not~~Accordingly, ~~had~~they ~~a Securities Act registration statement declared effective or~~ do not ~~have~~include aall ~~class~~ of ~~securities registered under~~ the ~~Exchange~~information ~~Act)~~and ~~are~~footnotes required toby ~~comply~~GAAP. ~~with~~In the ~~new~~opinion orof ~~revised~~management, ~~financial~~the ~~accounting~~unaudited ~~standards.~~condensed ~~The~~financial ~~JOBS~~statements ~~Act~~reflect ~~provides~~all ~~that~~adjustments, anwhich ~~emerging~~include ~~growth~~only ~~company~~normal ~~can~~recurring ~~elect~~adjustments necessary tofor ~~opt~~the ~~out~~fair statement of the ~~extended~~balances ~~transition period~~ and ~~comply~~results ~~with~~for the ~~requirements~~ ~~that~~period ~~apply to non-emerging growth companies but~~presented. ~~any~~Operating ~~such~~results anfor ~~election~~the toperiod ~~opt~~for ~~out~~the isthree ~~irrevocable.~~months ~~The~~ended ~~Company~~March 31, ~~has~~2021 ~~elected~~are not tonecessarily ~~opt~~indicative ~~out~~ of ~~such~~the ~~extended~~results ~~transition period, which means~~ that ~~when~~may abe ~~standard~~expected ~~is issued or revised and it has different application dates~~ for ~~public or private companies,~~ the ~~Company,~~period ending ~~as an emerging growth company~~December 31, ~~can adopt the new or revised standard at the time private companies adopt the new or revised standard~~2021.

~~This~~The ~~may~~accompanying ~~make~~unaudited ~~comparison~~condensed ~~of the Company’s~~ financial statements ~~with~~should ~~another~~be ~~public~~read ~~company that~~in isconjunction ~~neither~~with anthe ~~emerging~~audited ~~growth~~financial statements ~~company~~and ~~nor~~notes anthereto ~~emerging~~included ~~growth~~in ~~company~~the ~~that~~Form ~~has~~10-K/A ~~opted~~filed ~~out~~by ~~of using~~ the ~~extended~~Company ~~transition~~with ~~period difficult or impossible because of~~ the ~~potential~~SEC ~~differences~~on inJune 14, ~~accounting standards used~~2021.

~~Use~~Emerging ofGrowth ~~Estimates~~Company

The ~~preparation~~Company ofis ~~financial~~an ~~statements~~“emerging growth company,” as defined in ~~conformity~~Section 2(a) ~~with~~of ~~GAAP~~the ~~requires~~Securities Act, as modified by the ~~Company’s~~Jumpstart ~~management~~Our toBusiness ~~make~~Startups ~~estimates~~Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting ~~assumptions~~requirements that ~~affect~~are ~~the~~applicable ~~reported~~to ~~amounts~~other ofpublic ~~assets~~companies ~~and~~that ~~liabilities~~are ~~and~~not ~~disclosure~~emerging ofgrowth ~~contingent~~companies ~~assets~~including, ~~and~~but ~~liabilities~~not atlimited to, not being required to comply with the ~~date~~auditor attestation requirements of Section 404 of the ~~financial~~Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and ~~the~~exemptions ~~reported~~from ~~amounts~~the requirements of ~~expenses~~holding ~~during~~a ~~the~~nonbinding ~~reporting~~advisory ~~periods.~~vote ~~Actual~~on ~~results~~executive compensation and stockholder approval of any ~~could~~golden ~~differ~~parachute ~~from~~payments ~~those~~not ~~estimates~~previously approved.

~~Cash~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and ~~Cash~~comply ~~Equivalents~~with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~The~~This ~~Company~~may ~~considers~~make ~~all~~comparison ~~short-term~~of ~~investments~~the Company’s financial statements with ananother ~~original~~public ~~maturity~~company ofthat ~~three~~is ~~months~~neither oran ~~less~~emerging ~~when~~growth ~~purchased~~company tonor bean ~~cash~~emerging ~~equivalents.~~growth ~~The~~company ~~Company~~that ~~had~~has noopted ~~cash~~out ~~equivalents~~of asusing the extended transition period difficult or impossible because of ~~September 30,~~the ~~2020~~potential differences in accounting standards used.

~~Investments~~Use ~~Held~~of inEstimates ~~Trust Account~~

~~Upon~~The ~~the~~preparation ~~closing~~ of ~~the~~unaudited ~~Initial Public Offering and the Private Placement, approximately $115.0 million, was~~condensed ~~placed~~financial instatements ~~the Trust Account and invested~~ in ~~money~~conformity ~~market~~with ~~funds that invest in~~ U.S. ~~government~~GAAP ~~securities.~~requires ~~All of~~ the Company’s ~~investments~~management ~~held~~to inmake ~~the~~estimates ~~Trust~~and ~~Account~~assumptions ~~are~~that ~~classified~~affect ~~as trading securities. Trading securities are presented on~~ the ~~balance~~ ~~sheet~~reported atamounts ~~fair value at the end~~ of ~~each~~assets ~~reporting~~and ~~period.~~liabilities ~~The~~and ~~estimated~~disclosure ~~fair values~~ of ~~investments~~contingent ~~held~~assets inand ~~Trust~~liabilities ~~Account~~at ~~are~~the ~~determined~~date ~~using available market information, other than for investments in open-ended money market funds with~~of ~~published~~the ~~daily~~unaudited ~~net~~condensed ~~asset~~financial ~~values~~statements ~~(“NAV”),~~and ~~in which case~~ the ~~Company~~reported ~~uses~~amounts ~~NAV~~of asrevenue aand ~~practical~~expenses ~~expedient~~during tothe ~~fair~~reporting ~~value~~period. ~~The NAV on these investments is typically held constant at $1.00 per unit.~~

~~Concentration~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of ~~Credit~~the ~~Risk~~effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Financial~~8 instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Fair~~PTK ~~value~~ACQUISITION ~~is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date~~CORP. ~~U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.~~

8NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Table~~Cash ofand ~~Contents~~Cash Equivalents

~~PTK~~The ~~ACQUISITION~~Company ~~CORP~~considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2021 and December 31, 2020.

~~NOTES~~Concentration TOof ~~UNAUDITED~~Credit ~~CONDENSED~~Risk ~~FINANCIAL STATEMENTS~~

~~The~~Financial ~~hierarchy~~instruments ~~gives~~that ~~the~~potentially ~~highest~~subject ~~priority~~the Company to ~~unadjusted~~concentration ~~quoted~~of ~~prices~~credit risk consist of cash accounts in a financial institution which, at times, ~~active~~may ~~markets~~exceed ~~for~~the ~~identical~~Federal ~~assets~~Depository orInsurance ~~liabilities~~Corporation ~~(Level 1~~limit ~~measurements)~~of $250,000, and ~~the~~investments ~~lowest~~held ~~priority~~in toTrust ~~unobservable~~Account. ~~inputs~~The ~~(Level 3~~Company ~~measurements).~~has ~~These~~not ~~tiers~~experienced ~~include:~~losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

•Investments ~~Level~~Held ~~1, defined as observable inputs such as quoted prices for identical instruments~~ in ~~active~~Trust ~~markets;~~Account

•The ~~Level~~Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, ~~defined~~with asa ~~inputs~~maturity ~~other~~of ~~than~~185 ~~quoted~~days ~~prices~~or less, or investments in ~~active~~money ~~markets~~market funds that ~~are~~invest ~~either~~in ~~directly~~U.S. government securities, or ~~indirectly~~a ~~observable~~combination ~~such~~thereof. The Company’s investments held in the Trust Account are classified as ~~quoted~~trading ~~prices~~securities. ~~for~~Trading ~~similar~~securities ~~instruments~~are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in ~~active~~fair ~~markets~~value orof ~~quoted~~these ~~prices~~securities ~~for~~is ~~identical~~included orin ~~similar~~net ~~instruments~~gain from investments held in ~~markets~~Trust ~~that~~Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are ~~not~~determined ~~active;~~using ~~and~~available market information.

•Fair ~~Level~~Value 3,of ~~defined~~Financial asInstruments unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

InFair ~~some~~value ~~circumstances,~~is defined as the ~~inputs~~price ~~used~~that towould ~~measure~~be ~~fair~~received ~~value~~for ~~might~~sale beof ~~categorized~~an ~~within~~asset ~~different~~or ~~levels~~paid for transfer of a liability, in an orderly transaction between market participants at the ~~fair~~measurement ~~value hierarchy~~date. In ~~those~~U.S. ~~instances,~~GAAP ~~the~~establishes a three-tier fair value ~~measurement~~hierarchy, iswhich prioritizes ~~categorized~~the ininputs ~~its~~used ~~entirety~~ in ~~the~~measuring fair value. The hierarchy ~~based~~gives on the ~~lowest~~highest ~~level~~priority ~~input~~to ~~that~~unadjusted isquoted ~~significant~~prices toin active markets for identical assets or liabilities (Level 1 measurements) and the ~~fair~~lowest ~~value~~priority ~~measurement~~to unobservable inputs (Level 3 measurements). These tiers include:

As• ofLevel ~~September 30~~1, ~~2020,~~defined ~~the~~as ~~carrying~~observable ~~values~~inputs ofsuch cash, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. As of September 30, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as aquoted ~~practical~~prices ~~expedient~~(unadjusted) ~~to fair value~~ for ~~its~~identical ~~investments~~instruments in ~~money~~active ~~market~~markets; ~~funds.~~ and

~~Offering~~• ~~Costs~~Level ~~Associated~~2, ~~with~~defined ~~the~~as ~~Initial~~inputs ~~Public~~other ~~Offering~~than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~Offering~~• ~~costs~~Level ~~consisted~~3, ofdefined ~~legal,~~as ~~accounting,~~unobservable ~~and~~inputs ~~other~~in ~~costs~~which ~~incurred~~little ~~that~~or ~~were~~no ~~directly~~market ~~related~~data exists, therefore requiring an entity to ~~the~~develop ~~Initial~~its ~~Public Offering~~own ~~and~~assumptions, ~~that~~such ~~were~~as ~~charged~~valuations toderived ~~stockholders’~~from ~~equity~~valuation ~~upon~~techniques ~~the~~in ~~completion~~which ofone ~~the~~or ~~Initial~~more ~~Public~~significant ~~Offering.~~inputs or significant value drivers are unobservable.

~~Common~~In ~~Stock~~some ~~Subject~~circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to ~~Possible~~the ~~Redemption~~fair value measurement.

~~The~~Derivative ~~Company~~Warrant ~~accounts for its stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing~~ Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 10,604,846 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet.

~~Income~~The ~~Taxes~~Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The Company issued 7,400,000 warrants in connection with its Private Placement (6,800,000) and conversion of note payable (600,000) which are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the

~~The~~9 Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $79,000, which had a full valuation allowance recorded against it.

~~Table~~PTK ofACQUISITION ~~Contents~~CORP.

~~PTK~~NOTES ~~ACQUISITION~~TO ~~CORP.~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~ Company TOrecognizes ~~UNAUDITED~~the ~~CONDENSED~~warrant ~~FINANCIAL~~instruments ~~STATEMENTS~~as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Private Placement and conversion of note payable have been estimated using a Modified Black-Scholes model for the Affected Periods.

~~FASB~~Offering ~~ASC~~Costs ~~Topic~~Associated ~~740~~with ~~prescribes a recognition threshold and a measurement attribute for~~ the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by ~~taxing~~Initial ~~authorities.~~Public ~~There~~Offering were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Net~~The ~~Loss~~Company ~~Per~~complies ~~Share~~with the requirements of ~~Common~~the ~~Stock~~ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock and public warrants were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. An aggregate of 10,604,846 shares of common stock subject to possible redemption at SeptemberClass ~~30,~~A ~~2020~~Common ~~has~~Stock ~~been~~Subject excluded from the calculation of basic loss per common share, since such shares, if redeemed, only participate in their pro rata share of the Trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement, as well as the warrants issued upon conversion of the Note (as defined in Note 4), to ~~purchase~~Possible ~~an aggregate~~Redemption of 9,450,000 shares of common stock in the calculation of diluted loss per common share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common stock for the periods presented.

~~Reconciliation~~The Company accounts for its stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of ~~net~~the ~~loss~~holder ~~per~~or ~~ordinary~~subject ~~share~~to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, the Company had 9,969,788 and 10,052,015, respectively, of shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.

~~The~~Net ~~Company’s~~Income ~~net~~(Loss) ~~loss~~Per isShare ~~adjusted for the portion~~ of ~~income~~Common ~~that~~Stock is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows:

	For the Three Months EndedSeptember 30, 2020			For the Nine Months EndedSeptember 30, 2020
Net loss	$	(269,374	)	$	(376,196	)
Less: Income attributable to ordinary shares subject to possible redemption		—			—
Adjusted net loss	$	(269,374	)	$	(376,196	)
Weighted average ordinary shares outstanding, basic and diluted		3,555,033			2,854,245
Basic and diluted net loss per ordinary share	$	(0.08	)	$	(0.13	)

Net income (loss) per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement, as well as the warrants issued on the Note conversion to purchase an aggregate of 18,900,000 shares of common stock in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

~~Recent~~The ~~Accounting~~Company’s ~~Standards~~statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common stock, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

~~The~~Net ~~Company’s~~income ~~management~~(loss) ~~does~~per ~~not~~share, ~~believe~~basic ~~that~~and ~~there~~diluted, ~~are~~for ~~any~~non-redeemable ~~recently~~common ~~issued,~~stock ~~but~~is ~~not~~calculated ~~yet~~by ~~effective,~~dividing ~~accounting~~the ~~standards,~~net ifincome ~~currently adopted~~(loss), ~~would~~adjusted ~~have~~for aincome ~~material~~or ~~effect~~loss on marketable securities attributable to common stock subject to possible redemption, by the ~~Company’s~~weighted ~~unaudited~~average ~~condensed~~number ~~financial~~of ~~statements~~non-redeemable common stock outstanding for the period.

~~Note~~Non-redeemable 3common —stock includes Insider Shares and ~~Initial~~non-redeemable shares of Public ~~Offering~~Shares. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10~~.00~~ per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions. Each Unit consists of one share of common stock (each a “Public Share”, and collectively, “Public Shares”) and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 6).

10PTK ACQUISITION CORP.

~~Table~~NOTES ofTO ~~Contents~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~PTK~~The ~~ACQUISITION~~following ~~CORP.~~table reflects the calculation of basic and diluted net income (loss) per common stock:

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


	For the Three Months Ended
	March 31, 2021			March 31, 2020
Common stock subject to possible redemption
Numerator:
Net gain from investments held in Trust Account	$	2,459		$	—
Less: Company’s portion available to be withdrawn to pay taxes		(2,459	)		—

Net income attributable to common stock subject to possible redemption	$	—		$	—
Denominator:
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		10,051,101			—

Basic and diluted net income per share, common stock subject to possible redemption	$	—		$	—

Non-Redeemable Common Stock
Numerator:
Net loss	$	(822,267	)	$	(8,592	)
Less: Net income attributable to common stock subject to possible redemption		—			—

Net loss attributable to non-redeemable common stock	$	(822,267	)	$	(8,592	)
Denominator:
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		4,323,899			2,500,000

Basic and diluted net loss per share, non-redeemable common stock	$	(0.19	)	$	(0.00	)

~~Note~~Income 4Taxes ~~— Related Party Transactions~~

~~Insider~~The ~~Shares~~Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~The~~FASB ~~Sponsor~~ASC ~~and~~Topic ~~the~~740 ~~Company’s~~prescribes ~~officers~~a ~~and~~recognition ~~directors agreed to place their Insider Shares into an escrow account~~threshold maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of nine months after the date of the consummation of the initial Business Combination and ~~the~~a ~~date~~measurement onattribute ~~which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted~~ for ~~stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after~~ the ~~consummation~~financial ofstatement ~~the~~recognition ~~initial Business Combination~~ and ~~the~~measurement ~~remaining 50%~~ of ~~the~~tax ~~Insider~~positions ~~Shares~~taken ~~will not be transferred, assigned, sold~~ or ~~released~~expected ~~from~~to ~~escrow~~be ~~until~~taken ~~nine months after the date of the consummation of the initial Business Combination, or earlier,~~ in ~~either case, if, subsequent to the initial Business Combination, the Company completes~~ a ~~liquidation,~~ ~~merger,~~tax ~~stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property~~return. ~~The~~For ~~limited~~those ~~exceptions referred~~benefits to ~~above~~be ~~include (1) transfers among the insiders~~recognized, toa ~~the~~tax ~~Company’s~~position ~~officers,~~must ~~directors,~~be ~~advisors~~more ~~and~~likely ~~employees,~~than ~~(2) transfers~~not to anbe ~~insider’s~~sustained ~~affiliates or its members~~ upon ~~its liquidation, (3) transfers to~~ ~~relatives~~examination ~~and trusts for estate planning purposes, (4) transfers~~ by ~~virtue~~taxing ofauthorities. ~~the~~The laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to the Company ~~for~~recognizes ~~cancellation~~accrued ininterest ~~connection~~and ~~with~~penalties ~~the~~related ~~consummation of an initial Business Combination, in each case (except for clause 7) where the transferee agrees~~ to ~~the~~unrecognized ~~terms~~tax ofbenefits ~~the escrow agreement and forfeiture,~~ as ~~the~~income ~~case~~tax ~~may be, as well as the other applicable restrictions and agreements of the holders of the Insider Shares~~expense.

~~Private~~Recent ~~Placement~~Adopted ~~Warrants~~Accounting Standards

~~Simultaneously~~In ~~with~~August 2020, the FASB ~~closing~~issued ofASU ~~the~~No. ~~Initial~~2020-06, Debt—Debt ~~Public~~with ~~Offering,~~Conversion ~~the~~and ~~Sponsor~~Other ~~purchased~~Options an(Subtopic ~~aggregate~~470-20) ~~of 6,800,000~~and ~~Private~~Derivatives and Hedging—Contracts in Entity’s Own ~~Placement~~Equity ~~Warrants,~~(Subtopic at815-40): aAccounting ~~price~~for ofConvertible ~~$0.50~~Instruments ~~per~~and ~~Private~~Contracts ~~Placement~~in ~~Warrant~~an toEntity’s ~~the~~Own ~~Sponsor~~Equity, ~~generating~~which ~~gross~~simplifies ~~proceeds~~accounting tofor ~~the~~convertible ~~Company~~instruments ofby $3removing major separation models required under current GAAP.~~4 million.~~ AThe ~~portion~~ASU ofalso ~~the~~removes ~~proceeds~~certain ~~from~~settlement ~~the~~conditions ~~Private~~that ~~Placement~~are ~~Warrants~~required ~~were~~for ~~added~~equity-linked contracts to qualify for the ~~proceeds~~derivative ~~from~~scope ~~the Initial~~exception ~~Public~~and ~~Offering~~it ~~held~~also insimplifies the ~~Trust~~diluted ~~Account.~~earnings Ifper ~~the~~share calculation in certain areas. The Company ~~does~~early ~~not~~adopted ~~complete~~the aASU ~~Business~~on ~~Combination~~January 1, ~~within~~2021. Adoption of the ~~Combination~~ASU ~~Period,~~did not impact the ~~Private~~Company’s ~~Placement~~financial ~~Warrants~~position, ~~will~~results ~~expire~~of ~~worthless.~~operations or cash flows.

~~Related~~Recent ~~Party~~Issued ~~Loans~~Accounting Standards

OnThe ~~October 10, 2019, the Sponsor agreed to loan the~~ Company ~~an aggregate of up to $300,000 to cover expenses related to~~’s ~~the~~management ~~Initial~~does ~~Public~~not ~~Offering~~believe ~~pursuant to a promissory note (the “Note”). This loan was non-interest bearing, and on July 9, 2020 the Company amended such loan to provide~~ that ~~such~~any ~~loan: (A) was~~recently ~~convertible into 600~~issued,~~000~~ ~~private~~but ~~warrants issuable to the Sponsor at a purchase price of $0.50 per warrant upon the consummation of the Initial Public Offering; or (B) due in cash to the Sponsor on the date the Company determines~~ not toyet ~~proceed with the Initial Public Offering. The Company fully borrowed the Note amount of $300~~effective,~~000~~ ~~and,~~accounting onstandards ~~July 15~~updates, ~~2020,~~if ~~the~~currently ~~Note was converted into 600~~adopted,~~000~~ ~~private~~would ~~warrants~~have ~~upon~~a ~~the~~material ~~consummation~~effect ofon the ~~Initial~~accompanying ~~Public~~financial ~~Offering~~statement.

In11 addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $0.50 per warrant. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

~~Table~~PTK ofACQUISITION ~~Contents~~CORP.

~~PTK~~NOTES ~~ACQUISITION~~TO ~~CORP.~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~3. TOInitial ~~UNAUDITED~~Public ~~CONDENSED~~Offering. ~~FINANCIAL STATEMENTS~~

~~Administrative~~On ~~Support~~July 15, ~~Agreement~~2020, the Company consummated the Initial Public Offering of 11,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions. Each Unit consists of one share of common stock (each a “Public Share”, and collectively, “Public Shares”) and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 6).

~~The~~Of ~~Company~~the ~~may~~11,500,000 ~~enter~~Units ~~into~~sold anin ~~agreement~~the toInitial ~~pay~~Public ~~the~~Offering, ~~Sponsor~~an aaggregate ~~total~~ of ~~up to $10~~1,000,000 ~~per~~Units ~~month~~were ~~for~~purchased ~~overhead~~by ~~and~~Primerose ~~administration~~Development Group Ltd. ~~support~~(“Primerose”). ~~Upon~~Primerose ~~completion~~also ofentered ~~the~~into ~~Initial~~an ~~Business~~agreement ~~Combination~~with or the Company’s ~~liquidation,~~providing ~~the~~that ~~Company~~it will ~~cease~~hold ~~paying~~at ~~these~~least ~~monthly~~1,000,000 ~~fees.~~shares ~~For~~of the ~~three~~Company’s ~~and~~common ~~nine~~stock ~~months~~following ~~ended~~the ~~September 30,~~Initial ~~2020,~~Business ~~the~~Combination. ~~Company~~Primerose’s ~~incurred~~commitment ~~$25~~to hold at least 1,000,000 shares of ~~administrative~~ ~~fees~~the ~~which~~Company’s ~~amount~~common isstock ~~included~~following asthe ~~accrued~~Initial ~~expenses~~Business –Combination ~~related~~was ~~party~~satisfied onby a purchase of Units in the ~~condensed~~Initial ~~balance~~Public ~~sheets~~Offering.

~~Note~~4. 5Related ~~— Commitments &~~Party ~~Contingencies~~Transactions.

~~Registration~~Insider ~~Rights~~ Shares

~~The~~In ~~holders~~October of2019, ~~Insider~~the ~~Shares,~~Company’s ~~Private~~Sponsor ~~Placement~~purchased ~~Warrants~~2,875,000 ~~and~~shares ~~warrants~~of ~~that~~common ~~may~~stock, bepar ~~issued~~value ~~upon~~$0.0001, ~~conversion~~for an aggregate price of ~~Working~~$25,000. ~~Capital~~The ~~Loans,~~Company’s ifSponsor ~~any,~~has ~~will~~agreed beto ~~entitled~~forfeit up to ~~registration~~375,000 ~~rights~~Insider ~~pursuant~~Shares to athe ~~registration~~extent ~~rights~~that ~~agreement~~the over-allotment option is not exercised in full by the underwriters. ~~These~~On ~~holders~~July 15, ~~will~~2020, bethe ~~entitled~~over-allotment tooption ~~certain~~was ~~demand~~exercised ~~and~~in ~~“piggyback”~~full. ~~registration~~Accordingly, no ~~rights~~Insider Shares were forfeited.

~~Underwriting~~The ~~Agreement~~Sponsor and the Company’s officers and directors agreed to place their Insider Shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of nine months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the consummation of the initial Business Combination and the remaining 50% of the Insider Shares will not be transferred, assigned, sold or released from escrow until nine months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to above include (1) transfers among the insiders, to the Company’s officers, directors, advisors and employees, (2) transfers to an insider’s affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to the Company for cancellation in connection with the consummation of an initial Business Combination, in each case (except for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and agreements of the holders of the Insider Shares.

~~The~~Private ~~Company~~Placement ~~granted~~Warrants the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on July 15, 2020.

~~The~~Simultaneously ~~underwriters~~with ~~were entitled to an underwriting discount~~the closing of ~~$0.20~~the ~~per~~Initial ~~unit~~Public Offering, orthe ~~$2.3 million~~Sponsor inpurchased ~~the~~an aggregate, ~~paid~~of ~~upon~~6,800,000 ~~the~~Private ~~closing~~Placement ofWarrants, ~~the~~at ~~Initial~~a ~~Public~~price ~~Offering.~~of ~~In addition,~~ $0.3550 per ~~unit,~~Private orPlacement ~~$4.025 million~~Warrant into the ~~aggregate~~Sponsor, ~~will~~generating begross ~~payable~~proceeds to the ~~underwriters~~Company ~~for~~of ~~deferred~~$3.4 million. ~~underwriting~~A ~~commissions.~~portion ~~The~~of ~~deferred~~the ~~fee~~proceeds isfrom ~~payable~~the Private Placement Warrants were added to the ~~underwriters~~proceeds from the ~~amounts~~Initial Public Offering held in the Trust Account. ~~solely~~If in the ~~event~~Company ~~that~~does ~~the~~not ~~Company~~complete ~~completes~~ a Business Combination, ~~subject~~within to the ~~terms~~Combination ofPeriod, the ~~underwriting~~Private Placement ~~agreement~~Warrants will expire worthless.

~~Right~~Related ofParty ~~First~~Loans ~~Refusal~~

~~Subject~~On toOctober 10, ~~certain conditions~~2019, the ~~Company~~Sponsor ~~granted~~agreed ~~Chardan,~~to ~~for~~loan ~~a period of 15 months after~~ the ~~date~~Company ofan ~~the~~aggregate ~~consummation~~ of ~~the Business~~up ~~Combination~~to $300,000 ato ~~right~~cover ofexpenses ~~first~~related ~~refusal~~ to ~~act as either (at~~ the ~~Company’s~~Initial ~~sole~~Public ~~discretion) (a)~~Offering pursuant ato ~~lead underwriter or (b) minimally as~~ a ~~co-manager, with~~ atpromissory ~~least~~note ~~30% of~~ (the ~~economics;~~ ~~or,~~“Note”). inThis ~~the~~loan ~~case~~was ~~of a three~~non-~~handed~~interest ~~deal 20% of the economics~~bearing, ~~for any~~ and ~~all~~on ~~future~~July 9, ~~public~~2020 ~~and~~the ~~private~~Company ~~equity~~amended ~~and~~such ~~debt~~loan ~~offerings.~~to Inprovide ~~accordance~~that ~~with~~such ~~FINRA~~loan: ~~Rule 5110~~(fA)~~(2)(E)(i),~~ was ~~such~~convertible ~~right~~into ~~of first refusal shall not have a duration of~~600,000 ~~more than three years from the effective date of the registration statement related to the Initial Public Offering.~~

~~Note~~12 ~~6 — Stockholder’s Equity~~

12PTK ACQUISITION CORP.

~~Table~~NOTES ofTO ~~Contents~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~PTK~~ private ~~ACQUISITION~~warrants ~~CORP~~issuable to the Sponsor at a purchase price of $0.50 per warrant upon the consummation of the Initial Public Offering; or (B) due in cash to the Sponsor on the date the Company determines not to proceed with the Initial Public Offering. The Company fully borrowed the Note amount of $300,000 and, on July 15, 2020, the Note was converted into 600,000 private warrants upon the consummation of the Initial Public Offering. The amended Note did not contain a beneficial conversion feature. Accordingly, the Company reclassified the $300,000 Note balance to additional paid-in-capital upon conversion.

~~NOTES~~In TOaddition, ~~UNAUDITED~~in ~~CONDENSED~~order ~~FINANCIAL~~to ~~STATEMENTS~~finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up to $1.0 million of such Working Capital Loans may be convertible into private placement warrants at a price of $0.50 per warrant. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

~~Warrants —~~Administrative ~~The~~Services ~~Public~~Agreement Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the day prior to the date of exercise.

~~The~~On ~~warrants are exercisable at $11.50 per whole share~~July 13, ~~subject to adjustment~~2020, ~~and will expire five years after~~ the ~~completion~~Company ofentered ainto ~~Business~~an ~~Combination~~agreement orto ~~earlier~~pay ~~upon redemption or liquidation. In addition, if (x)~~ the ~~Company~~Sponsor ~~issues~~a ~~additional~~total ~~shares~~ of ~~common~~up ~~stock~~to or$10,000 ~~equity-linked securities~~per month for ~~capital~~overhead ~~raising~~and ~~purposes~~administration insupport. ~~connection~~Upon ~~with~~completion ~~the closing~~ of the ~~initial~~Initial Business Combination ~~at an issue price~~ or ~~effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by~~ the Company’s ~~board of directors)~~liquidation, ~~(y)~~ the ~~aggregate~~Company ~~gross~~will ~~proceeds~~cease ~~from~~paying these ~~such~~monthly ~~issuances~~fees. ~~represent~~For ~~more than 60% of~~ the ~~total~~three ~~equity~~months ~~proceeds,~~ended ~~and interest thereon~~March 31, ~~available for the funding of the initial Business Combination~~2021, ~~and (z)~~ the ~~volume weighted average trading price of the~~ Company’s ~~common~~incurred ~~stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Price”) is below~~ $~~9.50 per share~~30,000 ~~the exercise price~~ of ~~the~~administrative ~~warrants~~fees ~~will~~which beamount ~~adjusted~~is ~~(to~~included ~~the~~as ~~nearest~~accrued ~~cent)~~expenses to– berelated ~~equal~~party toon ~~115% of~~ the ~~Market~~balance ~~Price, and the $18~~sheets.00 ~~per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.~~

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights5. IfCommitments ~~the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company~~ and ~~exercisable by the holders on the same basis as the Public Warrants~~Contingencies.

~~The~~Registration ~~Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):~~ Rights

•The inholders ~~whole~~of Insider Shares, Private Placement Warrants, and ~~not~~warrants inthat ~~part;~~may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights.

•Underwriting atAgreement ~~a price of $0.01 per warrant;~~

•The ~~upon~~Company granted the underwriters a ~~minimum~~45-day ofoption 30from ~~days’~~the ~~prior~~final ~~written~~prospectus ~~notice~~relating ofto ~~redemption;~~the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on July 15, 2020.

•The underwriters ~~if,~~were ~~and~~entitled ~~only~~to ifan underwriting discount of $0.20 per unit, or $2.3 million in the ~~last~~aggregate, ~~reported~~paid ~~sale~~upon ~~price~~the closing of the ~~Common~~Initial ~~stock~~Public ~~equals~~Offering. orIn ~~exceeds~~addition, $180.0035 per ~~share~~unit, ~~(as~~or ~~adjusted~~$4.0 million ~~for~~in ~~share~~the ~~splits,~~aggregate ~~share~~will ~~dividends,~~be ~~rights~~payable to ~~issuances,~~the ~~subdivisions,~~underwriters ~~reorganizations,~~for ~~recapitalizations~~deferred ~~and~~underwriting ~~the~~commissions. ~~like)~~The ~~for~~deferred ~~any~~fee 20is ~~trading~~payable ~~days~~to ~~within~~the aunderwriters ~~30-trading~~from ~~day~~the ~~period~~amounts ~~ending~~held onin the ~~third~~Trust ~~trading~~Account ~~day~~solely ~~prior~~in to the ~~date~~event onthat ~~which~~ the Company ~~sends~~completes ~~the~~a ~~notice~~Business ofCombination, ~~redemption~~subject to the ~~warrant~~terms ~~holders;~~of ~~and~~the underwriting agreement.

13Right of First Refusal

~~Table~~Subject to certain conditions, the Company granted Chardan, for a period of ~~Contents~~15 months after the date of the consummation of the Business Combination, a right of first refusal to act as either (at the Company’s sole discretion) (a) a lead underwriter or (b) minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement related to the Initial Public Offering.

~~PTK~~13 ~~ACQUISITION CORP.~~

•PTK ~~if,~~ACQUISITION and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemptionCORP.

IfNOTES ~~the~~TO ~~Company~~UNAUDITED ~~calls~~CONDENSED ~~the~~FINANCIAL ~~Public~~STATEMENTS Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

~~Additionally,~~Risks ~~in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period~~ and ~~the~~Uncertainties Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

~~Note~~Management 7is —currently ~~Subsequent~~evaluating ~~Events~~the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~6. ~~Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements~~Derivative ~~were~~Warrant ~~available to be issued~~Liabilities. ~~Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.~~

14As of March 31, 2021 and December 31, 2020, the Company had 7,400,000 warrants in connection with its Private Placement (6,800,000) and conversion of note payable (600,000) which are recognized as derivative liabilities in accordance with ASC 815-40.

~~Table~~The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the common stock issuable upon exercise of ~~Contents~~the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

~~Item 2~~7. ~~Management~~Stockholder’s ~~Discussion and Analysis of Financial Condition and Results of Operations~~Equity.

~~References~~Preferred tostock—The ~~the “~~Company,” ~~“PTK~~is ~~Acquisition~~authorized ~~Corp.,” “our,” “us” or “we” refer~~ to ~~PTK~~issue ~~Acquisition~~1,000,000 ~~Corp.~~shares ~~The following discussion and analysis~~ of ~~the~~preferred ~~Company’s~~stock ~~financial~~with ~~condition~~a ~~and~~par ~~results~~value of ~~operations~~$0.0001 ~~should~~per beshare. ~~read~~As ~~in conjunction with the unaudited interim~~of ~~condensed~~March 31, ~~financial~~2021 ~~statements~~ and ~~the~~December 31, ~~notes~~2020, ~~thereto~~there ~~contained~~are ~~elsewhere~~no inshares ~~this~~of ~~report.~~preferred ~~Certain~~stock ~~information~~issued ~~contained~~or ~~in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties~~outstanding.

~~Cautionary~~Common ~~Note~~stock ~~Regarding~~— ~~Forward-Looking~~The Company ~~Statements~~is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. As of March 31, 2021 and December 31, 2020, there were a total of 14,375,000 shares of common stock outstanding, including 11,500,000 Public Shares and 2,875,000 Insider Shares. As of December 31, 2019, there were 2,875,000 shares outstanding.

~~This~~Warrants—The ~~Quarterly~~Public ~~Report on Form 10-Q includes forward-looking statements~~Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of ~~within~~the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the ~~meaning~~later of ~~Section~~(a) ~~27A~~the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of ~~1933~~the common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, asqualified ~~amended~~or exempt from registration under the securities, ~~and~~or ~~Section 21E~~blue sky laws of the ~~Exchange~~state ~~Act.~~of Weresidence ~~have~~of ~~based~~the ~~these~~holder ~~forward-looking~~(or ~~statements~~the Company permits holders to exercise their warrants on ~~our~~a ~~current~~cashless ~~expectations~~basis ~~and~~under ~~projections~~the ~~about~~circumstances ~~future~~specified ~~events.~~in ~~These~~the ~~forward-looking~~warrant ~~statements~~agreement). ~~are~~Notwithstanding ~~subject~~the toforegoing, ~~known~~if ~~and~~a ~~unknown~~registration ~~risks,~~statement ~~uncertainties~~covering ~~and~~the ~~assumptions~~shares ~~about~~of uscommon ~~that~~stock ~~may~~issuable ~~cause~~upon ~~our~~exercise ~~actual~~of ~~results,~~the ~~levels~~warrants is not effective within 90 days from the consummation of ~~activity~~the initial Business Combination, warrant ~~performance~~holders ormay, ~~achievements~~until tosuch betime ~~materially~~as ~~different~~there ~~from~~is an effective registration statement and during any ~~future~~period ~~results,~~when ~~levels of~~the ~~activity~~Company has failed to maintain an effective registration statement, ~~performance~~exercise orwarrants ~~achievements~~on ~~expressed~~a orcashless ~~implied~~basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such ~~forward-looking~~exemption ~~statements~~is available. In ~~some~~such ~~cases~~event, ~~you~~each ~~can~~holder ~~identify~~would ~~forward-looking~~pay ~~statements~~the exercise price by ~~terminology~~surrendering ~~such~~the aswarrants ~~“may,”~~for ~~“should,”~~that ~~“could,”~~number of shares of common stock equal ~~“would,”~~to ~~“expect,”~~the ~~“plan,”~~quotient ~~“anticipate,”~~obtained ~~“believe,”~~by ~~“estimate,”~~dividing ~~“continue~~(x) the product of the number of shares of common stock underlying the warrants,” ormultiplied by the ~~negative~~difference between the exercise price of ~~such~~the ~~terms~~warrants orand ~~other~~the ~~similar~~“fair ~~expressions~~market value” (defined below) by (y) the fair market value. ~~Factors~~The ~~that~~“fair ~~might~~market ~~cause~~value” orshall ~~contribute~~mean ~~to such~~the aaverage ~~discrepancy~~reported ~~include,~~last ~~but~~sale ~~are~~price ~~not~~of ~~limited~~the ~~to,~~shares ~~those~~of ~~described~~common instock ~~our~~for ~~other~~the ~~SEC~~10 ~~filings~~trading days ending on the day prior to the date of exercise.

~~Overview~~14

~~Our sponsor is~~ PTK ~~Holdings~~ACQUISITION ~~LLC, a Delaware limited liability company (the “Sponsor”)~~CORP. The registration statement for the initial public offering (the “Initial Public Offering”) was declared effective on July 13, 2020. On July 15, 2020, we consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the common stock included in the Units, the “Public Shares”), including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions.

~~Simultaneously~~NOTES ~~with~~TO ~~the~~UNAUDITED ~~closing~~CONDENSED ofFINANCIAL ~~the~~STATEMENTS Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,800,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant to our Sponsor, generating gross proceeds to the Company of $3.4 million.

~~Upon~~The ~~the~~warrants ~~closing~~are ofexercisable ~~the~~at ~~Initial~~$11.50 ~~Public~~per ~~Offering~~whole share, subject to adjustment, and will expire five years after the ~~Private~~completion ~~Placement,~~of ~~$115.0 million~~a ~~($10~~Business Combination or earlier upon redemption or liquidation.00 ~~per~~In ~~Unit~~addition, if (x) the Company issues additional shares of ~~the~~ ~~net~~common ~~proceeds~~stock or equity-linked securities for capital raising purposes in connection with the closing of the ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination ~~and~~at ~~certain~~an issue price or effective issue price of ~~the~~less ~~proceeds~~than $9.50 per share of ~~the~~common ~~Private~~stock ~~Placement~~(with ~~was placed~~such issue price or effective issue price to be determined in agood ~~trust~~faith ~~account~~by ~~(“Trust~~the ~~Account”~~Company’s board of directors), ~~located~~(y) in the ~~United~~aggregate ~~States~~gross ~~with~~proceeds ~~Continental~~from ~~Stock~~such ~~Transfer &~~issuances ~~Trust Company~~represent ~~acting~~more asthan ~~trustee~~60% of the total equity proceeds, and ~~invested~~interest ~~only~~thereon, inavailable ~~U.S.~~for ~~“government~~the ~~securities”~~funding ~~within~~of the ~~meaning~~initial ofBusiness ~~Section 2~~Combination, and (az)~~(16)~~ the volume weighted average trading price of the ~~Investment~~ Company’s ~~Act~~common ~~having~~stock aduring ~~maturity~~the of20 ~~180~~trading ~~days~~day orperiod ~~less~~starting oron inthe ~~money~~trading ~~market~~day ~~funds~~prior ~~meeting~~to ~~certain conditions~~the ~~under Rule 2a-7 promulgated under~~day ~~the~~on ~~Investment~~which the Company ~~Act~~consummates ~~which~~its ~~invest~~initial ~~only~~Business inCombination ~~direct~~(such ~~U.S.~~price, ~~government~~the ~~treasury~~“Market ~~obligations~~Price”) is below $9.50 per share, ~~until~~the exercise price of the ~~distribution~~warrants will be adjusted (to the nearest cent) to be equal to 115% of the ~~Trust~~Market ~~Account~~Price, as and the $18.00 per share redemption trigger price described ~~below~~above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

~~Our~~The ~~management~~Company ~~has~~may ~~broad~~call ~~discretion with respect to~~ the ~~specific~~Public ~~application~~Warrants offor ~~the~~redemption ~~net~~(except ~~proceeds~~with ofrespect ~~the~~to ~~Initial Public Offering and~~ the ~~sale of the~~ Private Placement Warrants,): ~~although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.~~

15• in whole and not in part;

~~Table~~• at a price of ~~Contents~~$0.01 per Warrant;

If• weupon ~~are unable to complete~~ a ~~Business~~minimum ~~Combination within 18 months from the closing~~ of ~~the Initial~~30 Public Offering, or January 15, 2022 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days ~~thereafter,~~’ ~~redeem~~prior ~~100%~~written ofnotice ~~the outstanding Public Shares for a pro rata portion~~ of ~~the funds held in the Trust Account (net of interest that may be used by us to pay income taxes or other taxes) which~~ redemption; ~~will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law,~~ and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the Trust Account. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses.

~~Liquidity~~• if, and ~~Capital~~ ~~Resources~~only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

AsIf ofthe ~~September 30~~Company calls the Public Warrants for redemption, ~~2020~~management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” weas ~~had~~described ~~approximately~~in ~~$447~~the warrant agreement. Additionally,~~000~~ in ~~our~~no ~~operating~~event ~~bank~~will ~~accounts~~the Company be required to net cash settle any warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and ~~working~~the ~~capital~~Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held ~~approximately~~outside ~~$222~~of the Trust Account with respect to such warrants. Accordingly,~~000,~~ ~~excluding~~the ~~franchise~~warrants ~~tax~~may ~~payable~~expire worthless.

Prior to the completion of the Initial Public Offering on July 15, 2020, our liquidity needs were satisfied through the receipt of $25,000 from our Sponsor in exchange for the issuance of the founder shares, and a $300,000 promissory note issued to our Sponsor, which was converted into 600,000 private warrants upon closing of the Initial Public Offering8. ~~Subsequent~~Fair toValue the consummation of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust AccountMeasurements. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide us working capital loans. To date, there were no amounts outstanding under any working capital loans.

~~Based~~The onfollowing ~~the~~table ~~foregoing,~~presents ~~our~~information ~~management~~about ~~believes~~the ~~that~~Company’s weassets ~~will~~that ~~have~~are ~~sufficient~~measured ~~working~~at ~~capital~~fair ~~and~~value ~~borrowing capacity~~on toa ~~meet~~recurring ~~our~~basis ~~needs~~and ~~through~~indicate the ~~earlier~~fair value hierarchy of the ~~consummation~~valuation oftechniques athat Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the ~~target~~Company ~~business~~utilized to ~~merge~~determine ~~with~~such orfair ~~acquire, and structuring, negotiating and consummating the Business Combination~~value.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.


	Fair Value Measured as of March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account—U.S. Treasury Securities	$	115,008,871	$	—	$	—	$	115,008,871
Liabilities:
Warrant liabilities—private warrants	$	—	$	—	$	5,180,000	$	5,180,000

	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account—U.S. Treasury Securities	$	115,006,035	$	—	$	—	$	115,006,035
Liabilities:
Warrant liabilities—private warrants	$	—	$	—	$	5,180,000	$	5,180,000

~~Results~~Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of ~~Operations~~the reporting period. There were no transfers between levels for three months ended March 31, 2021.

~~Our~~The ~~entire~~Company ~~activity~~utilizes ~~since~~a ~~inception~~Modified ~~through~~Black-Scholes ~~September~~model at July 3015, 2020 ~~related~~and tosubsequently ~~our formation, the preparation for the Initial Public Offering,~~remeasured ~~and~~at ~~since~~end ~~the closing~~ of ~~the~~each ~~Initial~~reporting ~~Public~~period ~~Offering, the search~~ for aPrivate ~~prospective~~warrants, ~~initial~~with ~~Business~~changes ~~Combination.~~in Wefair ~~have~~value ~~neither~~recognized ~~engaged~~ in ~~any~~the ~~operations~~statement ~~nor~~of ~~generated any revenues to date~~operations. WeThe ~~will~~Company ~~not~~recognized ~~generate~~approximately ~~any operating revenues until after completion of our initial Business Combination~~$3.5 million Wefor ~~will generate non-operating income in~~ the ~~form~~warrant ofliabilities ~~interest~~upon ~~income~~their issuance on ~~cash~~July 15, ~~and cash equivalents~~2020. We There ~~expect~~was tono ~~incur~~change ~~increased~~in ~~expenses~~fair asvalue ~~a result~~ of ~~being~~warrant aliabilities ~~public company (~~for ~~legal,~~the ~~financial~~three ~~reporting,~~months ~~accounting~~ended ~~and auditing compliance)~~March 31, ~~as well as for due diligence expenses~~2021.

~~For~~15 the three months ended September 30, 2020, we had net loss of approximately $269,000, which consisted of approximately $196,000 in general and administrative costs, $25,000 of administrative fees – related party and $51,000 of franchise tax expense, which was partially offset by approximately $3,000 gain on the investments held in the Trust Account.

16PTK ACQUISITION CORP.

~~Table~~NOTES ofTO ~~Contents~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Related~~The ~~Party~~estimated ~~Transactions~~fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Modified Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

~~Insider~~The ~~Shares~~following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

In October 2019, our Sponsor purchased 2,875,000 shares of common stock, par value $0.0001, (the “Insider Shares”), for an aggregate price of $25,000. Our Sponsor has agreed to forfeit up to 375,000 Insider Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, no Insider Shares were forfeited.


	March 31, 2021			December 31, 2020
Exercise price	$	11.50		$	11.50
Stock Price	$	10.00		$	10.00
Term (in years)		5.00			5.00
Volatility		20.00	%		20.00	%
Risk-free interest rate		0.85	%		0.85	%
Dividend yield		—			—

~~Our Sponsor and our officers and directors agreed to place their Insider Shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent~~9. ~~Subject~~Subsequent to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of nine months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12Events.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the consummation of the initial Business Combination and the remaining 50% of the Insider Shares will not be transferred, assigned, sold or released from escrow until nine months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to above include (1) transfers among the insiders, to the our officers, directors, advisors and employees, (2) transfers to an insider’s affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to us for cancellation in connection with the consummation of an initial Business Combination, in each case (except for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and agreements of the holders of the Insider Shares.

~~Private~~On May 25, ~~Placement~~2021, ~~Warrants~~the Company entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (“Valens”) and Valens Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Valens (“Merger Sub”), which provides for, among other things, a series of transactions where Merger Sub will merge with an into the Company (the “Business Combination”), with the Company surviving the Business Combination as a wholly-owned subsidiary of Valens.

~~Simultaneously~~The ~~with~~Business ~~the~~Combination ~~closing~~Agreement ofand the ~~Initial~~transactions ~~Public~~contemplated ~~Offering,~~thereby ~~our~~were ~~Sponsor~~unanimously ~~purchased~~approved anby ~~aggregate of 6,800,000 Private Placement Warrants, at a price of $0.50 per Private Placement Warrant to~~ the ~~Sponsor,~~Board ~~generating gross proceeds to the Company~~ of ~~$3.4 million.~~Directors ~~A portion~~ of the ~~proceeds~~Company ~~from the Private Placement Warrants were added to the proceeds from the~~on ~~Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period~~May 24, ~~the Private Placement Warrants will expire worthless~~2021.

~~Related~~16 ~~Party Loans~~

17ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to PTK Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors and references to the “Sponsor” refer to PTK Holdings LLC. The following discussion and analysis of ~~Contents~~the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report (the “Financial Statements”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the Financial Statements. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

InSpecial ~~addition,~~Note inRegarding ~~order~~Forward-Looking to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $0.50 per warrant. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Statements

~~Contractual~~This Quarterly ~~Obligations~~Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s 10-K/A for the fiscal year 2020 filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 14, 2021 (the “FY 2020 10-K/A”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Administrative~~Overview ~~Support Agreement~~

We ~~entered~~are ~~into~~a anblank ~~agreement~~check tocompany incorporated ~~pay~~in ~~our~~Delaware ~~Sponsor~~on aAugust 19, ~~total~~2019. ofWe upwere toformed ~~$10,000 per month~~ for ~~overhead~~the ~~and~~purpose ~~administration support. Upon completion~~ of ~~the~~ ~~Initial~~effecting ~~Business~~a ~~Combination~~merger, orshare ~~our liquidation~~exchange, weasset ~~will~~acquisition, ~~cease~~share ~~paying~~purchase, ~~these~~reorganization ~~monthly~~or ~~fees.~~similar Webusiness ~~incurred~~combination ~~$25,000~~with ofone ~~such~~or ~~fees~~more inbusinesses (the ~~three and nine months ended September 30, 2020 which is payable as of September 30, 2020~~“Business Combination”).

~~Registration~~Our ~~Rights~~sponsor is PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the initial public offering (the “Initial Public Offering”) was declared effective on July 13, 2020. On July 15, 2020, we consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the common stock included in the Units, the “Public Shares”), including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions.

~~The holders~~Simultaneously with the closing of ~~Insider~~the ~~Shares~~Initial Public Offering, we consummated the private placement (“Private Placement”) ~~Warrants~~of 6,800,000 ~~and~~ warrants (each, ~~that~~a ~~may~~“Private bePlacement ~~issued~~Warrant” ~~upon~~and ~~conversion~~collectively, ofthe ~~Working~~“Private ~~Capital~~Placement ~~Loans~~Warrants”), ifat ~~any,~~a ~~will~~price beof ~~entitled~~$0.50 per Private Placement Warrant to ~~registration~~our ~~rights~~Sponsor, ~~pursuant~~generating gross proceeds to athe ~~registration~~Company ~~rights~~of ~~agreement~~$3.4 million. ~~These~~In addition, ~~holders~~upon ~~will~~the ~~be entitled~~consummation of our Initial Public Offering, 600,000 additional private placement warrants were issued to ~~certain~~our ~~demand~~sponsor ~~and~~as ~~“piggyback”~~a ~~registration~~result ~~rights~~of the conversion of a promissory note.

~~Underwriting~~Upon ~~Agreement~~the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment

We17 granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on July 15, 2020.

~~Right~~ Company Act having a maturity of ~~First~~180 ~~Refusal~~days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the distribution of the Trust Account as described below.

~~Subject to certain conditions, we granted Chardan, for a period of 15 months after the date of the consummation of the Business Combination, a~~Our ~~right~~management ofhas ~~first~~broad ~~refusal to act as either (at our sole~~ discretion~~) (a)~~ ~~a lead underwriter or (b) minimally as a co-manager,~~ with atrespect ~~least~~to ~~30% of~~ the ~~economics;~~specific ~~or,~~application inof the ~~case~~net ofproceeds ~~a three-handed deal 20%~~ of the ~~economics,~~Initial ~~for~~Public ~~any~~Offering and ~~all~~the ~~future~~sale ~~public~~of ~~and~~the ~~private~~Private ~~equity~~Placement ~~and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i)~~Warrants, ~~such~~although ~~right~~substantially ofall ~~first refusal shall not have a duration~~ of ~~more than three years from~~ the ~~effective~~ ~~date~~net ofproceeds ~~the~~are ~~registration~~intended ~~statement~~to ~~related~~be toapplied generally ~~the~~toward ~~Initial~~consummating ~~Public~~a ~~Offering~~Business Combination.

~~Critical~~If ~~Accounting~~we ~~Policies~~are unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 15, 2022 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account (net of interest that may be used by us to pay income taxes or other taxes) which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the Trust Account. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses.

~~Common~~Results ~~Stock~~of ~~Subject to Possible Redemption~~ Operations

WeOur ~~account~~entire ~~for~~activity ~~common~~since ~~stock~~inception ~~subject~~through toMarch 31, ~~possible~~2021 ~~redemption~~related into ~~accordance~~our ~~with~~formation, the ~~guidance~~preparation infor ~~ASC~~the ~~Topic~~Initial ~~480~~Public ~~“Distinguishing~~Offering, ~~Liabilities~~and since ~~from~~the ~~Equity.”~~closing ~~Common~~of ~~stock~~the ~~subject~~Initial toPublic ~~mandatory~~Offering, ~~redemption~~the ~~(if~~search ~~any)~~for ~~is classified as~~ a ~~liability~~prospective ~~instrument~~initial ~~and~~Business ~~measured at fair value~~Combination. ~~Conditionally~~We ~~redeemable~~have ~~common~~neither ~~stock~~engaged ~~(including~~in ~~common~~any ~~stock~~operations ~~that~~nor ~~features~~generated ~~redemption~~any ~~rights~~revenues ~~that~~to ~~are either~~date. ~~within~~We ~~the~~will ~~control~~not ofgenerate ~~the~~any ~~holder~~operating orrevenues ~~subject~~until toafter ~~redemption upon the occurrence~~ completion of ~~uncertain events not solely within~~ our ~~control)~~initial isBusiness ~~classified as temporary equity~~Combination. AtWe ~~all~~generate ~~other~~non-operating ~~times,~~income ~~common~~in ~~stock~~the isform ~~classified~~of asincome ~~stockholders’~~from ~~equity. Our~~our ~~outstanding~~investments ~~common~~held ~~stock~~in ~~features~~the ~~certain~~Trust ~~redemption~~Account. ~~rights~~We ~~that~~expect ~~are considered~~ to beincur ~~outside~~increased ofexpenses ~~our~~as ~~control~~a ~~and~~result ~~subject to the occurrence~~ of ~~uncertain~~being ~~future~~a ~~events.~~public company ~~Accordingly,~~(for ~~at September 30~~legal, ~~2020,~~financial 10reporting,~~604,846~~ ~~shares~~accounting ofand ~~common~~auditing ~~stock subject~~compliance), toas ~~possible~~well ~~redemption is presented~~ as ~~temporary~~for ~~equity,~~due ~~outside~~diligence ~~of the stockholders’ equity section of the unaudited condensed balance sheet~~expenses.

18For the three months ended March 31, 2020, we had net loss of approximately $9,000, which consisted of approximately $7,000 in general and administrative expenses and approximately $2,000 of franchise tax expense.

~~Table~~Liquidity, ofCapital ~~Contents~~Resources and Going Concern

~~Net~~As ~~Loss~~of March 31, ~~Per~~2021, ~~Share~~we had approximately $178,000 in cash and working capital deficit of ~~Common~~approximately ~~Stock~~$948,000 (not taken into account tax obligations of approximately $158,000 that may be paid using investment income earned from Trust Account). In order to meet our working capital needs following the consummation of the Initial Public Offering, our sponsor may, but is not obligated to, loan us funds, from time to time or at any time, in whatever amount it deems reasonable in its sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at our sponsor’s discretion, up to $1.0 million of the notes may be converted upon consummation of our business combination into private warrants at a price of $0.50 per warrant (which, for example, would result in our sponsor being issued 1,000,000 private warrants at a purchase price of $0.50 per warrant if $500,000 of notes were so converted). If we do not complete a business combination, any outstanding loans from our sponsor, will be repaid only from amounts remaining outside our trust account, if any.

~~Net~~Prior ~~loss~~to ~~per~~the ~~share~~completion isof ~~computed~~the byInitial ~~dividing~~Public ~~net~~Offering ~~loss~~on byJuly 15, ~~the~~2020, ~~weighted-average~~our ~~number~~liquidity ofneeds ~~ordinary~~were ~~shares~~satisfied ~~outstanding~~through ~~during~~ the ~~periods.~~receipt ~~An aggregate~~ of 10$25,~~604,846~~000 ~~shares~~from ofour Sponsor ~~common~~in ~~stock~~exchange ~~subject~~for tothe ~~possible~~issuance ~~redemption~~of atthe ~~September 30~~founder shares, ~~2020~~and ~~has~~a ~~been~~$300,000 ~~excluded~~promissory ~~from~~note ~~the~~issued ~~calculation~~to ofour ~~basic loss per common share~~Sponsor, ~~since~~which ~~such~~was ~~shares,~~converted ifinto ~~redeemed~~600,000 ~~only~~private ~~participate~~warrants inupon ~~their~~closing ~~pro rata share~~ of the ~~Trust~~Initial ~~earnings~~Public Offering. WeSubsequent ~~have~~to ~~not considered~~ the ~~effect~~consummation of the ~~warrants sold in the~~ Initial Public Offering and Private Placement, asour ~~well~~liquidity asneeds ~~the~~have ~~warrants~~been ~~issued~~satisfied onwith the ~~Note~~proceeds ~~conversion~~from ~~to purchase an aggregate of 9,450,000 shares of common stock in~~ the ~~calculation~~consummation of ~~diluted loss per common share, since~~ the ~~exercise~~Private ofPlacement ~~the~~not ~~warrants~~held ~~are~~in ~~contingent upon~~ the ~~occurrence~~Trust ~~of future events~~Account. ~~As a result, diluted net loss per common share is the same as basic net loss per common stock for the periods presented.~~

~~Recent~~18 ~~Accounting Standards~~

~~Off-Balance~~ In ~~Sheet~~addition, ~~Arrangements~~in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide us working capital loans. To date, there were no amounts outstanding under any working capital loans.

AsBased on the foregoing, management has determined that the working capital deficit raises substantial doubt about our ability to continue as a going concern until the earlier of ~~September 30~~the consummation of the Business Combination or the date we are required to liquidate, ~~2020~~January 15, we2022. ~~did~~The financial statements do not ~~have~~include any adjustment ~~off-balance~~that ~~sheet~~might ~~arrangements~~be asnecessary ~~defined~~if inwe ~~Item 303(a)(4)(ii)~~are ofunable ~~Regulation~~to ~~S-K~~continue as a going concern.

~~Inflation~~On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeRelated doParty ~~not~~Transactions ~~believe that inflation had a material impact on our business, revenues or operating results during the period presented.~~

~~JOBS~~Insider ~~Act~~Shares

~~The~~In ~~Jumpstart Our~~October ~~Business~~2019, ~~Startups~~our ~~Act~~Sponsor ofpurchased ~~2012~~2,875,000 ~~(the~~shares ~~“JOBS~~of ~~Act”)~~common ~~contains provisions that~~stock, ~~among~~par ~~other~~value ~~things~~$0.0001, ~~relax~~(the ~~certain~~“Insider ~~reporting~~Shares”), ~~requirements~~ for ~~qualifying public companies. We qualify as~~ an ~~“emerging~~aggregate ~~growth~~price ~~company”~~of $25,000. ~~and~~Our ~~under~~Sponsor ~~the~~has ~~JOBS Act~~agreed ~~are allowed~~ to ~~comply~~forfeit ~~with~~up ~~new~~to or375,000 ~~revised~~Insider ~~accounting~~Shares ~~pronouncements~~to ~~based~~the onextent that the ~~effective~~over-allotment ~~date~~option ~~for~~is ~~private (~~not ~~publicly~~exercised ~~traded)~~in ~~companies.~~full Weby ~~are electing to delay~~ the ~~adoption~~underwriters. ofOn ~~new or revised accounting standards~~July 15, ~~and as a result~~2020, ~~we may not comply with new or revised accounting standards on~~ the ~~relevant~~over-allotment ~~dates~~option onwas ~~which~~exercised ~~adoption~~in ~~of such standards is required for non-emerging growth companies~~full. ~~As a result~~Accordingly, ~~the financial statements may not be~~ ~~comparable~~no toInsider ~~companies~~Shares ~~that~~were ~~comply with new or revised accounting pronouncements as of public company effective dates~~forfeited.

~~Additionally,~~Our ~~we are~~Sponsor inand ~~the~~our ~~process~~officers ofand ~~evaluating~~directors ~~the~~agreed ~~benefits~~to ofplace ~~relying~~their onInsider ~~the~~Shares ~~other~~into ~~reduced~~an ~~reporting~~escrow ~~requirements~~account ~~provided~~maintained by Continental ~~the~~Stock ~~JOBS~~Transfer & ~~Act~~Trust Company, acting as escrow agent. Subject to certain ~~conditions~~limited ~~set~~exceptions, ~~forth~~50% inof ~~the~~these ~~JOBS~~shares ~~Act~~will not be transferred, ifassigned, assold anor ~~“emerging~~released ~~growth~~from ~~company,”~~escrow weuntil ~~choose~~the toearlier ~~rely~~of nine months after the date onof ~~such~~the ~~exemptions~~consummation weof ~~may~~the ~~not~~initial beBusiness ~~required~~Combination ~~to,~~and ~~among~~the ~~other~~date ~~things,~~on ~~(i) provide~~which anthe ~~auditor~~closing price of the Company’s ~~attestation~~common ~~report~~stock onequals ~~our~~or ~~system~~exceeds of$12.50 ~~internal~~per ~~controls~~share ~~over~~(as ~~financial~~adjusted ~~reporting~~for ~~pursuant~~stock tosplits, ~~Section 404~~stock dividends, ~~(ii~~reorganizations and recapitalizations) ~~provide~~for ~~all~~any of20 ~~the~~trading ~~compensation disclosure~~days ~~that~~within ~~may~~any be30-trading ~~required~~day period commencing after the consummation of ~~non-emerging~~the ~~growth~~initial ~~public~~Business ~~companies~~Combination ~~under~~and the ~~Dodd-Frank~~remaining ~~Wall~~50% ~~Street~~of ~~Reform~~the ~~and~~Insider ~~Consumer~~Shares ~~Protection~~will ~~Act~~not be transferred, ~~(iii) comply~~assigned, ~~with~~sold ~~any~~or ~~requirement~~released ~~that~~from ~~may~~escrow beuntil ~~adopted~~nine bymonths after the ~~PCAOB~~ ~~regarding~~date ~~mandatory~~of ~~audit~~the ~~firm~~consummation ~~rotation~~of the initial Business Combination, or aearlier, ~~supplement~~in either case, if, subsequent to the ~~auditor~~initial Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s ~~report~~stockholders ~~providing~~having ~~additional~~the ~~information~~right ~~about~~to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to above include (1) transfers among the ~~audit~~insiders, ~~and~~to the ~~financial~~our ~~statements~~officers, ~~(auditor~~directors, ~~discussion~~advisors and ~~analysis~~employees, (2) transfers ~~and~~to an insider’s affiliates or its members upon its liquidation, (iv3) ~~disclose~~transfers ~~certain~~to ~~executive~~relatives and trusts for estate ~~compensation~~planning ~~related~~purposes, ~~items~~(4) transfers ~~such~~by asvirtue of the ~~correlation~~laws ~~between~~of ~~executive~~descent ~~compensation~~ and ~~performance~~distribution ~~and~~upon ~~comparisons~~death, of(5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the ~~CEO’s~~price ~~compensation~~at towhich ~~median~~the securities ~~employee~~were ~~compensation.~~originally ~~These~~purchased ~~exemptions~~or ~~will~~(7) transfers ~~apply~~to us for acancellation ~~period~~in connection with the consummation of ~~five~~an ~~years~~initial ~~following~~Business Combination, in each case (except for clause 7) where the ~~completion~~ oftransferee ~~our~~agrees ~~Initial~~to ~~Public~~the ~~Offering~~terms orof ~~until~~the weescrow agreement ~~are~~and noforfeiture, ~~longer~~as anthe ~~“emerging~~case ~~growth~~may ~~company~~be,” ~~whichever~~as iswell ~~earlier~~as the other applicable restrictions and agreements of the holders of the Insider Shares.

~~Item~~Private 3.Placement ~~Quantitative~~Warrants ~~and Qualitative Disclosures About Market Risk~~

WeSimultaneously ~~are~~with the closing of the Initial Public Offering, our Sponsor purchased an aggregate of 6,800,000 Private Placement Warrants, at a ~~smaller~~price ~~reporting~~of ~~company~~$0.50 asper ~~defined~~Private byPlacement ~~Rule~~Warrant ~~12b-2~~to the Sponsor, generating gross proceeds to the Company of $3.4 million. A portion of the ~~Exchange~~proceeds ~~Act~~from ~~and~~the ~~are~~Private ~~not~~Placement ~~required~~Warrants were added to ~~provide~~the proceeds from the ~~information~~Initial ~~otherwise~~Public ~~required~~Offering ~~under~~held ~~this~~in ~~item~~the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

~~Item~~Related 4.Party ~~Controls~~Loans ~~and Procedures~~

~~Evaluation~~On October 10, 2019, our Sponsor agreed to loan us an aggregate of ~~Disclosure~~up ~~Controls~~to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing, and ~~Procedures~~on July 9, 2020 the Company amended such loan to provide that such loan: (A) was convertible into 600,000 private warrants issuable to the Sponsor at a purchase price of $0.50 per warrant upon the consummation of the Initial Public Offering; or (B) due in cash to the Sponsor on the date we determine not to proceed with the Initial Public Offering. The amendment was recognized as an extinguishment, but did not result in a gain or loss. We fully borrowed the Note amount of $300,000 and, on July 15, 2020, the Note was converted into 600,000 private warrants upon the consummation of the Initial Public Offering. Upon conversion, the carrying value of the note was reclassified to additional paid-in-capital within stockholders’ equity.

~~Under~~Contractual ~~the~~Obligations supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

~~Disclosure~~Registration ~~controls~~Rights and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Changes~~The inholders ~~Internal~~of ~~Control~~Insider ~~over~~Shares, ~~Financial~~Private ~~Reporting~~Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights.

~~There~~Underwriting ~~was~~Agreement no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2020 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~PART~~We ~~II—OTHER~~granted ~~INFORMATION~~the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on July 15, 2020.

~~Item~~The 1underwriters were entitled to an underwriting discount of $0.20 ~~Legal~~per ~~Proceedings~~unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $4.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

~~None.~~Right of First Refusal

~~Item~~Subject to 1Acertain conditions, we granted Chardan, for a period of 15 months after the date of the consummation of the Business Combination, a right of first refusal to act as either (at our sole discretion) (a) a lead underwriter or (b) minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. ~~Risk~~In ~~Factors~~accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement related to the Initial Public Offering.

AsAdministrative ofSupport ~~the~~Agreement date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Form 10-Q filed on August 26, 2020. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

20We entered into an agreement to pay our Sponsor a total of up to $10,000 per month for overhead and administration support. Upon completion of the Initial Business Combination or our liquidation, we will cease paying these monthly fees. We incurred $30,000 of such fees in the three months ended March 31, 2021 which is payable as of March 31, 2021.

~~Table~~Critical ofAccounting ~~Contents~~Policies and Estimates

~~Item 2. Unregistered Sales of Equity Securities and~~ Use of ~~Proceeds.~~Estimates

~~Simultaneously~~This ~~with~~management’s ~~the~~discussion ~~consummation~~and analysis of ~~the~~our ~~Initial~~financial ~~Public~~condition ~~Offering~~ and ~~the~~results ~~exercise~~ of ~~the~~operations ~~over-allotment~~is ~~option~~based byon ~~the underwriters in full,~~ our ~~Sponsor~~financial ~~purchased 6~~statements,~~800,000~~ ~~Private~~which ~~Placement~~have ~~Warrants,~~been atprepared ain ~~price~~accordance ofwith $0GAAP.50 ~~per~~The ~~Private~~preparation ~~Placement~~of ~~Warrant,~~our ~~generating~~financial ~~gross~~statements ~~proceeds~~requires to us ofto ~~$3.4 million.~~make ~~This~~estimates ~~issuance~~and ~~was~~judgments ~~made~~that ~~pursuant to~~ affect the ~~exemption~~reported ~~from registration~~amounts ~~contained in Section 4(a)(2)~~ of ~~the~~assets, ~~Securities~~liabilities, ~~Act~~revenues and ~~no underwriting discounts or commissions were paid with respect to such sale.~~

In20 connection with the Initial Public Offering, our Sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan was non-interest bearing, and on July 9, 2020 we amended such loan to provide that such loan: (A) was convertible into 600,000 private warrants issuable to our Sponsor at a purchase price of $0.50 per warrant upon the consummation of the Initial Public Offering; or (B) due in cash to our Sponsor on the date we determine not to proceed with the Initial Public Offering. We fully borrowed the Note amount of $300,000 as if September 30, 2020. The Note was converted into 600,000 private warrants upon the consummation of the Initial Public Offering on July 15, 2020.

We expenses ~~paid~~and athe ~~total~~disclosure of ~~$2.3 million~~contingent assets and liabilities in ~~underwriting~~our ~~discounts~~financial ~~and~~statements. ~~commissions~~On ~~and~~an ~~approximately~~ongoing ~~$973~~basis,~~000~~ ~~for~~we ~~other~~evaluate ~~costs~~ our estimates and ~~expenses~~judgments, including those related to ~~the~~fair ~~Initial~~value of ~~Public~~financial ~~Offering~~instruments and accrued expenses. InWe ~~addition~~base our estimates on historical experience, ~~the~~known ~~underwriters~~trends ~~agreed~~and events and various other factors that we believe to ~~defer~~be ~~approximately~~reasonable ~~$4.0 million~~under inthe ~~underwriting~~circumstances, ~~discounts~~the results of which form the basis for making judgments about the carrying values of assets and ~~commissions~~liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Item~~Investments 3.Held ~~Defaults~~in ~~upon~~Trust ~~Senior~~Account ~~Securities~~

~~None~~Our portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. Our investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned from investments held in Trust Account in the statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

~~Item~~Derivative 4.Warrant ~~Mine~~Liabilities ~~Safety Disclosures.~~

~~Not~~We ~~applicable~~do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

~~Item~~We 5issued 7,400,000 warrants in connection with its Private Placement (6,800,000) and conversion of note payable (600,000) which are recognized as derivative liabilities in accordance with ASC 815-40. ~~Other~~Accordingly, ~~Information~~we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Private Placement and conversion of note payable have been estimated using a Modified Black-Scholes model for the Affective Periods.

~~None.~~Class A Common Stock Subject to Possible Redemption

~~Item~~We 6account for our stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ~~Exhibits~~Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, the Company had 9,969,788 and 10,052,015, respectively, of shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.

ExhibitNumber		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Net Income (Loss) Per Share of Common Stock

21Net income (loss) per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement, as well as the warrants issued on the Note conversion to purchase an aggregate of 18,900,000 shares of common stock in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

~~Table~~21 ~~of Contents~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

22Our statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common stock, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

~~Table~~Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of ~~Contents~~non-redeemable common stock outstanding for the period.

~~SIGNATURE~~Non-redeemable common stock includes Insider Shares and non-redeemable shares of Public Shares. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

~~Pursuant~~Recent toAdopted ~~the~~Accounting ~~requirements~~Standards ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~Dated:~~In ~~November~~August 162020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. We early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

~~PTK~~Recent ~~ACQUISITION~~Issued ~~CORP.~~Accounting ~~By:~~Standards ~~/s/ Timothy Chen Name: Timothy Chen Title: Chief Financial Officer~~

23Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Inflation

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an

auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting described below in “Changes in Internal Control Over Financial Reporting”. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the three months ended March 31, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements described in the Amended Annual Report on Form 10-K/A filed with the SEC on June 14, 2021. Due solely to the events that led to our restatement of our financial statements, management identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering, as described in Note 2 to the Notes to Financial Statements entitled “Restatement of Financial Statements” the Amended Annual Report on Form 10-K/A filed with the SEC on June 14, 2021, and we continue to implement the remediation steps to address the material weakness disclosed.

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our FY 2020 10-K/A. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our FY 2020 10-K/A, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.


No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document


101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
*		Filedherewith.
**		Furnished.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Filing Compare · PTK Acquisition Corp.