SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 October 1, 2021

By E-Mail

Patrick Gadson , Esq.
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY   10036

 Re: Rocky Mountain Chocolate Factory, Inc.
Additional Definitive Soliciting Materials filed by  AB Value
Partners, LP  et al.
Filed September 30, 202 1
File No. 001-36865

Dear M r. Gadson :

We have limited our review of the filing to those issues we have addressed in our
comments.

Additional Definitive Soliciting Materials filed September 30, 2021
1. We note your references to the possible results of the upcoming election of directors at
the company’s annual meeting in the subject line of the letter and in the second paragraph
of the l etter. Revise your disclosure to clarify that you are unable to predict the results of
the meeting. See Note d to Rule 14a -9.
2. Please provide us support for your statement that “Delaware law prohibits you from
taking any further actions to impede the stockholder franchise ” and for your suggestion
that the company has taken any action “to impede the stockholder franchise.”
3. You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges  of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or disclose, the factual foundation
for your statement that the current directors  are “…entrenching yourselves or lining your
pockets using Company resources.”  In this regard, note that the factual foundation for
such assertion must be reasonable. Refer to Rule 14a -9.
4. Related to comment 2 above, provide us your legal analysis that Delaware law would
require the current board of directors to “ [o]perate the Company  under the current status
quo until the stockholders decide the Board’s composition. Committing the Company to

Patrick Gadson , Esq.
Vinson & Elkins LLP
October 1, 2021
Page 2

 any material transactions or obligations outside the ordinary course of business before the
new Board is seated would disenfranchise the stockhol ders and could deprive the new
Board of its ability to act in accordance with its electoral mandate ” and to “ [t]ake all steps
necessary to disarm any change in control provisions that could penalize stockholders for
electing candidates you oppose. ”

Please  direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions