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United States securities and exchange commission logo
January 27, 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.
Registration
Statement on Form S-4
Filed December 30,
2022
File No. 333-269095
Dear Gordon Roth:
We have reviewed your 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.
Form S-4 filed December 30, 2022
General
1. We note your disclosure
that the initial stockholders have entered into an agreement to sell
common stock and
private placement units to Tigo Energy, Inc. ("Tigo"). Please tell us
how this agreement
complies with Rule 14e-5. Additionally clarify whether shareholders
are being asked to vote
on this purchase and sale agreement.
2. We note that
Craig-Hallum Capital Group ("Craig-Hallum") was an underwriter for your
SPAC initial public
offering, and your disclosure indicates Craig-Hallum has advised on
the business
combination transaction with the target company, for instance on pages 129
and 179. We also note
your disclosure that appears to indicate Craig-Hallum intends to
waive the deferred
underwriting commissions that would otherwise be due to it upon the
closing of the business
transaction, as a result of the BCMA termination agreement.
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 2
Please tell us, with a view to disclosure, whether you have received
notice from Craig-
Hallam about it ceasing involvement in your transaction. We may have
further comments
in light of your response.
3. We note disclosure indicating that you and/or Tigo may sell additional
securities to raise
funds to satisfy the minimum cash required to complete the business
combination
transaction after returning funds to redeeming stockholders. Revise
the disclosure to
discuss the key terms of any convertible securities and to disclose
the potential impact of
those securities on non-redeeming shareholders.
4. Please disclose whether and how your business, products, or operations
are materially
impacted by supply chain disruptions, especially in light of Russia
s invasion of Ukraine
and the effectiveness of the Uyghur Forced Labor Prevention Act
("UFLPA"). For
example, discuss whether you have or expect to:
suspend the production, purchase, sale or maintenance of
certain items due to a lack
of raw materials, parts, or equipment;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or
increased commodity prices or
challenges sourcing materials;
experience surges or declines in consumer demand for which you
are unable to
adequately adjust your supply; or
be unable to supply products at competitive prices or at all
due to export
restrictions, sanctions, tariffs, trade barriers, or political or
trade tensions among
countries or the ongoing invasion.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
Cover Page
5. We note the definition of "merger consideration" as 60 million shares
of the combined
company. Please revise to clarify whether the merger consideration is
subject to increase
or decrease based on the additional capital raised as described
elsewhere, such as pages
183 and 208.
Basis of Presentation and Glossary, page iv
6. Please revise the definition of "initial stockholders" to identify all
of your initial
FirstName LastNameGordon Roth
stockholders, and additionally clarify the extent to which the initial
stockholders and the
Comapany NameRoth
sponsors overlapCH
or Acquisition IValso
differ. Please Co. revise the definition of
"public stockholders" on
Januarypage v to exclude
27, 2023 Page 2 the sponsors and their affiliates, in order to avoid
confusion.
FirstName LastName
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany
January 27,NameRoth
2023 CH Acquisition IV Co.
January
Page 3 27, 2023 Page 3
FirstName LastName
Cautionary Note Regarding Forward-Looking Statements, page vii
7. We note your reliance upon the safe harbor for forward-looking
statements contained in
the Private Securities Litigation Reform Act of 1995 in connection
with the disclosure of
the plans, strategies and prospects, both business and financial, of
you and Tigo. Please
revise to include language acknowledging the legal uncertainty of the
availability of the
safe harbor in the context of a SPAC business combination.
Questions and Answers, page ix
8. Please quantify the aggregate dollar amount and describe the nature of
what the sponsors
and their affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended
(including the promissory note
described on page 15), fees due (including as financial advisors),
out-of-pocket expenses
for which the sponsors and their affiliates are awaiting
reimbursement, and the value of
the shares to which Roth Capital Partners ("Roth") is entitled
pursuant to the BCMA
termination agreement. Provide similar disclosure for the company s
officers and
directors, if material.
9. Please revise your ownership table to disclose all possible sources
and extent of dilution
that shareholders who elect not to redeem their shares may experience
in connection with
the business combination. Provide disclosure of the impact of each
significant source of
dilution, including the amount of equity held by or issuable to the
initial stockholders, and
convertible securities, including warrants retained by redeeming
shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including
any needed
assumptions.
10. Please disclose the sponsors and their affiliates' total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities,
and including the
maximum number of shares issuable under the BCMA termination
agreement.
Summary, page 1
11. We note that Roth and Craig-Hallum were entitled to a deferred fee
equal to 4.5% of the
gross proceeds of your SPAC IPO pursuant to the business combination
marketing
agreement ("BCMA"). Please revise your disclosure to quantify the
amount of this
deferred fee and the value of the shares that Roth agreed to receive
under the BCMA
termination agreement (using a range as appropriate). Additionally
describe the reasons
why Craig-Hallum waived the deferred fee and Roth agreed to a reduced
fee in the form
of shares.
12. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Quantify the value of
warrants, based on
recent trading prices, that may be retained by redeeming stockholders
assuming maximum
redemptions and identify any material resulting risks.
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany
January 27,NameRoth
2023 CH Acquisition IV Co.
January
Page 4 27, 2023 Page 4
FirstName LastName
13. We note your reference to non-redemption agreements. Please describe
any consideration
provided in exchange for the agreement by shareholders to waive their
redemption rights
in connection with the business combination.
14. Please revise the ownership diagrams on page 3 for consistency with
the ownership tables
within the questions and answers section. Include investors who
acquire shares and/or
convertible securities pursuant to additional financing in connection
with the business
combination, including Roth (making appropriate assumptions).
Separately present
percentages represented by convertible securities, either by footnote
disclosure or a
second set of diagrams, and identify all such securities (e.g., ROCG
warrants held by
public holders, ROCG warrants underlying private placement units, Tigo
warrants or
options (indicating whether any will remain outstanding following the
business
combination), any Tigo convertible securities issued or issuable
pursuant to additional
financing, etc.).
15. Please revise to disclose the number and percentage of shareholders
who redeemed their
shares in connection with the vote to approve the extension.
Warrantholder Consent Agreement, page 13
16. We note your disclosure that Tigo warrant holders have delivered
consent to exercise their
warrants for Tigo shares, which will be cancelled and converted into
the right to receive a
portion of the merger consideration. Please revise to clarify if all
outstanding Tigo
warrants are subject to consent, and describe how any un-exercised
Tigo warrants will be
treated. Quantify the amount of merger consideration such warrant
holders will receive,
and revise disclosure elsewhere as appropriate, for instance the
tables setting forth uses of
funds on page 17.
Risk Factors, page 27
17. We note that you rely on suppliers concentrated in southeast Asia.
Please disclose the
risks of this reliance and any disruptions you have experienced due to
such reliance.
We are exposed to general economic conditions and the fluctuations of interest
and inflation
rates may have an adverse effect..., page 42
18. We note your risk factor indicating that inflation could affect demand
for your products.
Please update this risk factor if recent inflationary pressures have
materially impacted
your operations. In this regard, identify the types of inflationary
pressures you are facing
and how your business has been affected.
We depend on sole-source and limited-source suppliers . . . . , page 46
19. Please revise the statement, "We depend on sole-source and
limited-source suppliers for
key components of our products, such as our lithium-ion batteries," to
clearly disclose
whether you have a sole source of lithium-ion batteries. Further
describe the material
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 5
provisions of your supply arrangements for key components and assess
related risks to the
combined company and shareholders.
The Proposed Charter will provide that the Court of Chancery . . . . , page 65
20. We note that disclosure here includes the clause, "(b) subject to the
foregoing, the federal
district courts of the United States of America shall be the exclusive
forum for the
resolution of any complaint asserting a cause of action arising under
the Securities Act,"
which does not appear to be included in disclosure elsewhere (for
instance on page 243) or
within the combined company's charter; please reconcile. Please also
add risk factor
disclosure relating to the exclusive forum provision contained in the
warrant agreement.
ROCG's Special Meeting of Stockholders, page 81
21. We note disclosure on page 81 that the (i) sponsors and your
independent directors have
agreed to vote in favor of the business combination and (ii) sponsors
and your officers and
directors intend to vote in favor of each proposal; please revise to
clarify whether these
involve different shares and commitments, and conform the disclosure
regarding quorum
requirements on page 82. Additionally reconcile statements throughout
the registration
statement regarding which parties have agreed to vote, for
non-exclusive example on
pages 20 and 111 (noting that the sponsors and initial shareholders do
not appear to be
identical). Disclose the number and percentage of shares held by
public shareholders that
is required to establish a quorum and approve each proposal, clearly
stating if none are
required, and additionally include this information within the
questions and answers
section. Update and otherwise reconcile the disclosure on page 111
that indicates 35.5%
of public shares are required, as this seems inconsistent with
disclosure elsewhere
indicating that a majority vote is required and 58.4% of the shares
have agreed to vote in
favor.
22. Please revise your disclosure to reflect that discretionary authority
may not be exercised to
vote in favor of the adjournment proposal.
Purchases of ROCG Shares, page 86
23. We note disclosure on page 61 regarding potential share purchases
(including future
purchase agreements) by the sponsors, Tigo, or their respective
directors, officers,
advisors or affiliates; disclosure on page 86 regarding such purchases
by the sponsors,
Tigo, the Tigo stockholders and/or their respective affiliates; and
various references to
forward purchase agreements, for instance on page 11. Please provide
your analysis as on
how such potential purchases and future/forward purchase agreements
would comply with
Rule 14e-5. To the extent that you are relying on Tender Offer
Compliance and
FirstName LastNameGordon Roth
Disclosure Interpretation 166.01 (March 22, 2022), please provide an
analysis regarding
Comapany
how NameRoth
it applies toCH Acquisition
your IV Co.Revise your disclosure as
appropriate for
circumstances.
Januaryconsistency.
27, 2023 Page 5
FirstName LastName
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany
January 27,NameRoth
2023 CH Acquisition IV Co.
January
Page 6 27, 2023 Page 6
FirstName LastName
Our Business Combination Process, page 107
24. Please update this and following sections to reflect the completion of
your initial public
offering, extension of the business combination deadline, and other
current information in
relation to your proposed business combination with Tigo. Please also
define the term
"Outside Date" on page 201.
Information About Tigo, page 131
25. We note the statement on page 135, "Our total addressable market is
defined by our ability
to compete on price and quality within the regions where we plan to do
business," yet the
$115 billion market opportunity that "Tigo has positioned itself to
take advantage of"
appears to represent global TAM. Please revise to specify the regions
where Tigo expects
to do business within the relevant timeframe and limit TAM to those
regions.
Additionally reconcile statements throughout regarding the continents
and/or countries
where Tigo has operations, for example on pages 33, 138, and 148.
26. We note references to both software-enabled products and services, for
example on page
44. Please revise disclosure in this section to clearly describe
Tigo's software, including
whether it is embedded within products and/or sold on a stand-alone
basis, with or without
related services. Describe the state of software development and
commercialization.
Clarify whether customers separately contract for products, software,
and/or services, and
whether any revenues are recurring. We note statements on page 136
that "Our EI
solution is currently offered for residential markets only" and on
page 148 that "We
currently offer our EI software to both residential and commercial
customers in the U.S.;"
please revise to reconcile or clarify.
27. Please revise your disclosure to describe the acquired business of
Foresight Energy Ltd.
and whether and how this affects Tigo's existing operations described
in this section.
Disclose additional information regarding the acquisition, including
the purchase price
and percentage of Tigo shares issued.
28. Disclosure on page 141 refers to the introduction of larger PV modules
with power levels
over 600W, leading to market interest in higher power rating MLPE
devices. Please
revise to explain how this market trend relates to Tigo's products and
services, indicating
whether these are capable of operating at such high power levels. We
further note
disclosure on page 30 referring to potential in-country manufacturing
requirements.
Please revise your regulatory section to describe such requirements,
indicating whether
and how these are expected to affect Tigo's operations.
Tigo's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 153
29. We note your risk factor on page 45 related to the movements of the
U.S. dollar against
the Euro, the New Israeli Shekel, Yuan and other currencies in which
you generate
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany
January 27,NameRoth
2023 CH Acquisition IV Co.
January
Page 7 27, 2023 Page 7
FirstName LastName
revenues, incur expenses and maintain cash balances, and its effect on
your profitability.
Please expand your discussion of each component of your results of
operations for each
period presented to disclose the impact that foreign currency
translations had on your
results of operations.
30. You state on page 150 that you are experiencing an increase in overall
operating and other
costs as the result of higher inflation rates. Please expand your
disclosure to identify the
principal factors contributing to the inflationary pressures the
company has experienced
and clarify the resulting impact to the company.
31. Regarding your disclosure on page 150 that supply chain challenges and
logistics
constraints have caused delays in critical components and inventory,
longer lead times,
and have resulted in increased costs, please specify whether these
challenges have
materially impacted your results of operations or capital resources
and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been
impacted.
Management of the Combined Company Following the Business Combination, page 167
32. We note that Zvi Alon is identified as the Chairman of the Board of
the combined
company, and five director nominees are listed, yet six consents of
director nominees,
including Zvi Alon, were filed as exhibits to the registration
statement. Please address
this apparent inconsistency.
Executive Compensation, page 174
33. Please update your executive compensation information to reflect the
fiscal year ended
December 31, 2022.
The Business Combination
Background of the Business Combination, page 179
34. We note disclosure that appears to indicate that the SPAC IPO
underwriters, Roth
and Craig-Hallum, performed additional services after the IPO. Please
revise your
disclosure to clearly identify the role of each, including whether
Roth and/or Craig-
Hallum were appointed as financial advisor(s). Describe their
respective services in
connection with the business combination and additional financing,
including the level of
diligence performed. Describe and quantify the aggregate fees payable
to each upon
completion of the business combination, indicating any amount that is
contingent
thereupon.
35. We note the statement on page 124, that "ROCG does not believe that
the conflicts of
interest with its officers and directors impacted its search for an
acquisition target."
Please revise the disclosure throughout this section to highlight all
material interests in the
transaction held by the sponsors and your officers and directors.
Describe, without
limitation, the potential conflicts associated with certain parties
serving in multiple roles
(e.g., as your management, as sponsors and/or their affiliates, and/or
as advisors). Clarify
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany
January 27,NameRoth
2023 CH Acquisition IV Co.
January
Page 8 27, 2023 Page 8
FirstName LastName
how the board considered these conflicts in negotiating and
recommending the business
combination. Additionally add a separate risk factor addressing
conflicts of interest and
related material risks to the combined company and shareholders.
36. Please revise your disclosure to describe any discussions about the
need to obtain
additional financing for the combined company, such as the capital
raise, and the
negotiation/marketing process. Include, without limitation, disclosure
regarding who
selects potential investors; what relationships investors have to the
SPAC, the sponsors,
the target, their respective affiliates, and/or any placement agent;
and how the terms of
additional financing are determined.
37. Please revise to indicate whether the sponsors and management and
affiliates have
a track record with SPACs and, if so, provide balanced disclosure
about this record and
the outcomes of the prior transactions.
The Comparable Companies Approach, page 186
38. We note references to information presented by Craig-Hallum and Roth.
Please include
the disclosure required by Item 1015(b) of Regulation M-A, or tell us
why you are not
required to do so.
Recommendation of the ROCG Board of Directors . . . . , page 187
39. The negative factors considered by your board of directors appear
general in nature, as
they apply to a business combination with any target (with the
exception of the third bullet
point on page 189). Please revise to describe the specific factors
that your board
considered in relation to the proposed business combination with Tigo.
In addition, revise
to describe whether the board took the consideration to be paid for
Tigo into account in
recommending the business combination, including any changes in
consideration in
connection with the capital raise, and, if not, why not.
Certain Projected Information, page 190
40. We note that Tigo's Energy Intelligence solution is projected to
account for approximately
28% of revenue in 2023, although it constituted a de minimis amount in
the first nine
months of 2022, despite being introduced in the North American market
in the last quarter
of 2021. Please revise your disclosure to describe why this assumption
is reasonable,
including the factors or contingencies that would affect such growth
from ultimately
materializing. Additionally revise to disclose that projected
operating income represents a
change from Tigo's historic trend of operating loss, and to
specifically describe the
material assumptions that make this change in trend appropriate.
Interest's of ROCG's Sponsors, Directors and Officers in the Business
Combination, page 193
41. We note disclosure on page 248 that states, "Byron Roth, Gordon Roth
and Aaron
Gurewitz are affiliated with Roth, and John Lipman and Rick Hartfiel
are affiliated with
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 9
Craig-Hallum, in addition to being officers or directors (or both, in
the case of Byron Roth
and John Lipman), as applicable, of Tigo," and indicates such
executives may benefit
indirectly. Please revise your conflicts of interest disclosure to
clarify the overlapping
roles of management and more fully describe the nature of such
indirect benefits,
including description and quantification of "such fees" and "such
amounts payable."
Include appropriate risk factor disclosure.
Material U.S. Federal Income Tax Considerations, page 221
42. We note that the Agreement and Plan of Merger indicates the parties
intend that the
merger will qualify as a reorganization within the meaning of Section
368(a) of the Code.
Please revise the disclosure in this section to address Section 368(a)
and any material
consequences to shareholders, including revising the caption to refer
to "Consequences"
rather than "Considerations." Additionally file a tax opinion as an
exhibit to the
registration statement.
Description of Capital Stock of the Combined Company, page 240
43. You disclose on page 243 that the Combined Company, the Sponsors and
certain
equityholders of Tigo will enter into a registration rights agreement
at the closing of the
business combination. Please disclose if you anticipate whether there
will be any
maximum cash penalties under the registration rights agreement or
additional penalties
that may result from delays in registering your common stock. Refer to
ASC 825-20-50-
1.
Report of Independent
FirstName Registered
LastNameGordon RothPublic Accounting Firm, page F-37
Comapany
44. NameRoth
Please CH Acquisition
make arrangements IV Co. auditor to revise its report to
indicate the city and
with Tigo s
Januarystate in which
27, 2023 Pagethe
9 report was issued, as required by Rule 2-02(a) of
Regulation S-X.
FirstName LastName
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany
January 27,NameRoth
2023 CH Acquisition IV Co.
January
Page 10 27, 2023 Page 10
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 Alex King at 202-551-8631 or Jennifer Angelini at 202-551-3047 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing