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United States securities and exchange commission logo
July 12, 2023
Bill Roeschlein
Chief Financial Officer
TIGO ENERGY, INC.
655 Campbell Technology Parkway, Suite 150
Campbell, California
Re: TIGO ENERGY, INC.
Registration
Statement on Form S-1
Filed on June 22,
2023
File No. 333-272832
Dear Bill Roeschlein:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed June 22, 2023
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
shares and warrants
being registered for resale. Highlight any differences in the current
trading price, the
prices that the Sponsor, private placement investors and other selling
securityholders
acquired their shares and warrants, and the price that the public
securityholders
acquired their shares and warrants. Disclose that while the
Sponsor, private
placement investors and other selling securityholders may experience a
positive rate of return
based on the current trading price, the public securityholders may
not experience a
similar rate of return on the securities they purchased due to differences
in the purchase prices
and the current trading price. Please also disclose the potential
profit the selling
securityholders will earn based on the current trading price. Lastly,
Bill Roeschlein
FirstName LastNameBill
TIGO ENERGY, INC. Roeschlein
Comapany
July NameTIGO ENERGY, INC.
12, 2023
July 12,
Page 2 2023 Page 2
FirstName LastName
please include appropriate risk factor disclosure.
2. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
You state on pages 5 that [f]uture resales of the common
stock issued in connection
with the Merger may cause the market price of our securities to
drop significantly.
This statement should be updated given that this prospectus is
facilitating those sales.
Cover Page
3. For each of the securities being registered for resale, disclose the
price that the selling
securityholders paid for such securities.
4. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. Highlight the
significant negative impact
sales of shares on this registration statement could have on the
public trading price of the
common stock.
5. We note your disclosure that the each of the warrants has an exercise
price of $11.50 and
that you "believe the likelihood that the holders will exercise their
Warrants...is dependent
upon the trading price of our Common Stock." Please revise to also
disclose the market
price of the underlying securities compared to the exercise price of
the warrants, and if the
warrants are out the money, please revise to disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, and Management s Discussion and Analysis of Financial
Condition and
Results of Operations section. As applicable, please also revise your
Management s
Discussion and Analysis of Financial Condition and Results of
Operations section to
describe the impact on your liquidity and the ability of your company
to fund your
operations on a prospective basis with your current cash on hand. If
the company is likely
to have to seek additional capital, discuss the effect of this
offering on the company s
ability to raise additional capital.
Risk Factors, page 41
6. We note your risk factor "Sales of a substantial number of our
securities in the public
market by the selling stockholders and/or by our existing stockholders
could cause the
price of our shares of Common Stock and Warrants to fall." To further
illustrate this risk,
disclose the purchase price of the securities being registered for
resale and the percentage
that these shares currently represent of the total number of shares
outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
62
7. Please expand your discussion here to reflect the fact that this
offering involves the
Bill Roeschlein
TIGO ENERGY, INC.
July 12, 2023
Page 3
potential sale of a substantial portion of shares for resale and discuss
how such sales could
impact the market price of the company s common stock. Your discussion
should
highlight the fact that holders of a significant percentage of your
outstanding shares will
be able to sell all of their shares for so long as the registration
statement of which this
prospectus forms a part is available for use.
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.
Please contact Sarah Sidwell at 202-551-4733 or Jay Ingram at
202-551-3397 with any
other questions.
Sincerely,
FirstName LastNameBill Roeschlein
Division of
Corporation Finance
Comapany NameTIGO ENERGY, INC.
Office of
Manufacturing
July 12, 2023 Page 3
cc: Laura Katherine Mann
FirstName LastName