United States securities and exchange commission logo
October 1, 2020
David Hamamoto
Chairman and Chief Executive Officer
DiamondPeak Holdings Corp.
40 W. 57th Street, 29th Floor
New York, New York 10019
Re: DiamondPeak
Holdings Corp.
Amendment No. 1 to
Preliminary Proxy
Statement on Schedule 14A
Filed September 21,
2020
File No. 001-38821
Dear Mr. Hamamoto:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form PRER14A filed 9/21/2020
General
1. We note that Section
9.p of your subscription agreement, filed as Annex B to the proxy
statement, contains a
provision stating that "each party hereby waives its respective rights
to a trial by jury of
any claim or cause of action based upon or arising out or related to this
subscription
agreement..." Please amend your filing to clearly disclose whether this
provision applies to
federal securities law claims, and amend your risk factor disclosure
accordingly. In
addition, please provide a discussion describing the main aspects of this
provision, the risks of
the provision or other impacts on shareholders, any uncertainty
about enforceability,
and whether or not the provision applies to purchasers in secondary
transactions. If this
provision is not intended to apply to federal securities law claims,
please amend your
subscription agreement to state the same, or tell us how you will
inform future investors
of this limitation.
David Hamamoto
DiamondPeak Holdings Corp.
October 1, 2020
Page 2
Legal Proceedings, page 155
2. We note that on August 31, 2020, an action captioned Di Donato v.
DiamondPeak
Holdings Corp., et al. was filed in the Supreme Court of the State of
New York, County of
New York, against DiamondPeak and DiamondPeak's board of directors on
behalf of a
putative class of DiamondPeak stockholders and DiamondPeak believes
that the claims
otherwise lack merit. Please tell us and revise to disclose whether
there is a reasonable
possibility a loss may be incurred, and if possible, provide a range
for that loss. If you are
not able to make/provide such estimate, please indicate the amount of
money damages and
attorney's and expert fees and expenses sought, in order for investors
to better understand
the company's exposure. Also, please revise accordingly all relevant
sections of the
filing and continue to provide updates in future filings. We may have
further comment
upon reviewing your response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Effie Simpson, Staff Accountant, at (202) 551-3346 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sergio
Chinos, Staff
Attorney, at (202) 551-7844 or Erin Purnell, Staff Attorney, at (202) 551-3454
with any other
questions.
FirstName LastNameDavid Hamamoto Sincerely,
Comapany NameDiamondPeak Holdings Corp.
Division of
Corporation Finance
October 1, 2020 Page 2 Office of
Manufacturing
FirstName LastName
