SecProbe.io

October 3, 2024
Ben Franklin
Manager
CHARLES & COLVARD LTD
Riverstyx Capital Management LLC
3661 Valverde Circle
Jacksonville, FL 32224
Re:CHARLES & COLVARD LTD
DFAN14A filed October 1, 2024
Filed by Riverstyx Capital Management LLC
File No. 0-23320
Dear Ben Franklin:
            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 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.
DFAN14A filed October 1, 2024
General
1.We note that your soliciting materials contain an email address where you direct security
holders to reach out to you "right away." Note that, in general, no solicitation may be
made unless the person solicited has previously or is concurrently furnished with a
preliminary or definitive proxy statement meeting the requirements of Schedule 14A. See
Exchange Act Rule 14a-3(a) and Rule 14a-6(o). Notwithstanding this general
requirement, solicitations meeting the requirements of Rule 14a-12 may occur. See our
comments below regarding the specific requirements to rely on Rule 14a-12. Please
confirm your understanding in your response letter, or contact us at the numbers provided
below with any questions.
Rule 14a-12(a)(1)(ii) requires the soliciting party to, in a prominent legend in clear, plain
language, advise "security holders to read the proxy statement when it is available because 2.

October 3, 2024
Page 2
it contains important information" and "explain to investors that they can get the proxy
statement, and any other relevant documents, for free at the Commission's web site and
describe which documents are available free from the participants." Please revise to
include the required legend.
3.Rule 14a-12(b) requires soliciting materials filed pursuant to Rule 14a-12(a) be filed "no
later than the date the material is first published, sent or given to security holders." We
note that the letter to issuer shareholders does not include a date. Please confirm whether
the letter was first published, sent or given to security holders no later than the filing date
of October 1, 2024.
4.Soliciting materials filed pursuant to Rule 14a-12 must include a cover page in the form
set forth in Schedule 14A. See Rule 14a-12(b). Please check the box on the cover page
indicating reliance on Rule 14a-12.
5.Please revise to provide support for each factual assertion in your soliciting materials,
including the following statements in your recent filing:

•"In Fiscal Year 2020, a difficult year for the company due to the pandemic, the
company spent $9.4 million on Sales & Marketing.  Yet, in the trailing 12 months
ending 3/31/2024, those expenses increased by 45% to $13.7 million, as revenue for
the trailing 12-month period declined 19% compared to the difficult COVID year of
2020."
•"This performance has led to a significant crash in the share price, down by 70% in
the trailing one-year period ending 9/30/2024."
•"Additionally, Charles & Colvard's long-time supplier, Wolfspeed, Inc.
("Wolfspeed"), initiated confidential arbitration, alleging breach of contract and
asserting Charles & Colvard intends to breach its remaining obligations.  Wolfspeed
alleges there are over $20 million in damages."

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Eddie Kim at 202-679-6943 or Christina Chalk at 202-551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions