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United States securities and exchange commission logo
February 28, 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. 1 to
Registration Statement on Form S-4
Filed February 14,
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
January 27, 2023 letter.
Form S-4/A filed February 14, 2023
General
1. We note your response
to prior comment one, but disagree that Tigo Energy, Inc. ("Tigo")
is not a "covered
person" under Rule 14e-5. Accordingly, please provide your analysis on
how the agreement for
Tigo to purchase common stock and private placement units would
comply with Rule 14e-5.
2. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. Please also tell us whether anyone or any
entity associated with
or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
Gordon Roth
FirstName LastNameGordon
Roth CH Acquisition IV Co. Roth
Comapany28,
February NameRoth
2023 CH Acquisition IV Co.
February
Page 2 28, 2023 Page 2
FirstName LastName
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
3. We note the use of the term "fully diluted" throughout the
registration statement, although
the information presented does not reflect conversion of the
convertible note or exercise of
certain warrants. Please revise the term appropriately, or
alternatively revise the
information to reflect full dilution.
Risk Factors
There are risks to our public shareholders who are not affiliates of the
Sponsors..., page 71
4. We note your response to prior comment 41 and re-issue it in part.
Please revise your risk
factor disclosure to include a cross-reference to the discussion of
the various interests
disclosed on pages 136-40, 220-22, and 288-92.
Management of ROCG
Executive Compensation, page 134
5. We note your response to prior comment 33. Please further revise your
disclosure to
include compensation information for your directors, in addition to
your executive
officers.
ROCG Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 144
6. The disclosure on page 144 appears to indicate that ROCG issued a
convertible note in an
aggregate principal amount of $50 million on January 9, 2023; however,
the disclosure on
page 248 states Tigo issued a convertible note in an aggregate
principal amount of $50
million on January 9, 2023. Please revise your disclosure to address
this apparent
discrepancy.
The Business Combination
Background of the Business Combination, page 200
7. We note your response to prior comment 23 that the references to
forward purchase
agreements (e.g., on pages 16 and 207) are to "transactions that would
constitute capital
raise transactions under the merger agreement and not transactions
currently contemplated
by ROCG." Please provide your analysis demonstrating how such
agreements comply
with Rule 14e-5.
Gordon Roth
Roth CH Acquisition IV Co.
February 28, 2023
Page 3
Sponsors' Prior SPAC Experience, page 214
8. We note your response to prior comment 37. Please balance your
disclosure by including
the redemption levels experienced by the other SPACs (in connection
with any extension
request and/or the business combination) and by describing your
management's
experience with SPACs that have not yet completed a business
combination.
Material U.S. Federal Income Tax Consequences, page 250
9. We note your response to prior comment 42. Revised disclosure on page
254 appears to
indicate that the opinion to be filed by counsel to Tigo will relate
to the tax consequences
of the merger to holders of Tigo common stock. Please additionally
file an opinion
regarding the tax consequences to public shareholders of exercising or
not exercising
redemption rights.
Certain Relationships and Related Party Transactions
Related Party Loans, page 287
10. Please update your disclosure to reflect the issuance of the $200,000
promissory note
reported on the Form 8-K filed on February 14, 2023.
Financial Statements and Supplementary Data, page F-1
11. Please include financial statements for the year ended December 31,
2022. Please
similarly update your financial information throughout the filing. See
Rule 8-08 of
Regulation S-X.
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.
FirstName LastNameGordon Roth Sincerely,
Comapany NameRoth CH Acquisition IV Co.
Division of
Corporation Finance
February 28, 2023 Page 3 Office of
Manufacturing
FirstName LastName