Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 25, 2021, PTK Acquisition Corp., a Delaware corporation (the "Company"), the Company received a notice from the New York Stock Exchange (the "NYSE") indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual because the Company did not timely filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC"). The Notice has no immediate effect on the listing of the Company's stock on the NYSE, and indicated that the Company has six months to file its Form 10-Q to regain compliance.

As reported by the Company in its Form 12b-25 filed with the SEC on May 17, 2021, the Company reevaluated the accounting treatment of its warrants (the "Warrants") following the issuance by the Staff of the SEC of the "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Staff Statement"), which provides guidance for all SPACs regarding the accounting and reporting for their warrants. The Company is in the process of determining, based on the SEC Staff Statement, whether the Warrants should be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the Company's Statement of Operations each reporting period. The Company continues to work diligently to complete the Form 10-Q as soon as possible.

On May 28, 2021, the Company issued a press release announcing its receipt of the Notice from the NYSE. A copy of that press release is attached to this Form 8-K as Exhibit 99.1 hereto.

Item 8.01. Financial Statements and Exhibits.

On May 28, 2021, the Company issued a press release announcing its receipt of the Notice from the NYSE. A copy of that press release is attached to this Form 8-K as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.





    99.1     Press Release issued by PTK Acquisition Corp on May 28, 2021.

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