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United States securities and exchange commission logo
April 18, 2023
Gordon Roth
Chief Financial Officer
Roth CH Acquisition IV Co.
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
Re: Roth CH Acquisition
IV Co.
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 7, 2023
File No. 333-269095
Dear Gordon Roth:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 28, 2023, letter.
Amendment No. 2 to Form S-4
General
1. Please revise
disclosure relating to the non-redemption agreements and related payments
to reconcile apparent
inconsistencies, for example, on pages 115, 136, F-18, and F-22.
Clarify which party
entered the agreements, made or will make payments, and received or
will receive
reimbursement. Revise references to "certain initial stockholders," which
does not appear to be a
defined term, to specifically identify these parties. Revise
disclosure in the
summary section under the heading "The Sponsor and ROCG s Directors
and Executive Officers
Have Financial Interests in the Business Combination," and add
disclosure in the
related party transactions section, as appropriate to reflect the foregoing
payments and
commitments.
Gordon Roth
Roth CH Acquisition IV Co.
April 18, 2023
Page 2
2. We note your disclosure that, "In further recognition of Roth s
contributions, the Sponsors
additionally intend to, following the Closing, transfer to Roth for no
consideration up to a
number of shares of the Combined Company s common stock equal to
two-thirds of the
potential 200,000 Variable Shares which are not issued pursuant to the
BCMA
Termination Agreement." Please revise the reference to "Variable Shares,"
which does
not appear to be a defined term, and clarify that Roth is itself a
sponsor, according to the
definition on page v. Additionally revise disclosure within the related
party transactions
section related to Roth on page 260 to describe the amendment to the BCMA
Termination
Agreement and the intended transfer of shares from the other sponsors.
Material U.S. Federal Income Tax Consequences, page 231
3. On page 231, you state that "This discussion is for general information
only" and that
shareholders are urged to consult their tax advisors as to the particular
tax considerations
of the business combination to them, including the applicability and
effect of any U.S.
federal laws. Investors are entitled to rely on your disclosure. Revise
to eliminate these
inappropriate disclaimers. You may recommend that investors consult their
own advisors
with respect to consequences of the transactions that could vary based on
their particular
circumstances. For guidance, refer to Section III.D. of Staff Legal
Bulletin No. 19.
Material Tax Consequences with respect to a Redemption of Public Shares, page
232
4. We note you have included a "short-form" tax opinion as Exhibit 8.2 to
the Registration
Statement. Please revise this section to state clearly that the
disclosure is the opinion of
named counsel, and to ensure that the disclosure clearly identifies and
articulates the
opinion being rendered with respect to each material tax consequence
being opined
upon. For guidance, refer to Section III.B.2 of Staff Legal Bulletin 19.
You may contact Jeff Gordon at 202-551-3866 or Kevin Woody at
202-551-3629 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with
any other
questions.
Sincerely,
FirstName LastNameGordon Roth
Division of
Corporation Finance
Comapany NameRoth CH Acquisition IV Co.
Office of
Manufacturing
April 18, 2023 Page 2
cc: Steven Pidgeon
FirstName LastName