SecProbe.io

United States securities and exchange commission logo
July 8, 2022
Ryan Nebel
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:Rocky Mountain Chocolate Factory, Inc.
Preliminary Proxy Statement filed by AB Value Partners LP et al.
Filed July 1, 2022
File No. 001-36865
Dear Mr. Nebel:
            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.
Preliminary Proxy Statement
Background to Solicitation, page 5
1.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.  Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Provide support for the following statements:

•that the company's setting of the annual meeting date was done "...seemingly in an
attempt to circumvent the new universal proxy rules..."
•that "...Chair Geygan...has since taken control of the Board" (page 11) and similar
disclosure relating to Mr. Geygan's influence over the board and company.
•your belief "...that [Mr. Geygan] has chosen to attempt to take effective control of the
Company through his position as Chair without any process or paying any premium."
(page 11)

 FirstName LastNameRyan Nebel
 Comapany NameOlshan Frome Wolosky LLP
 July 8, 2022 Page 2
 FirstName LastName
Ryan Nebel
Olshan Frome Wolosky LLP
July 8, 2022
Page 2
Reasons for the Solicitation, page 11
2.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.  Please provide a factual foundation for the disclosure
included below.  In this regard, note that the factual foundation for such assertion must be
reasonable.  Refer to Rule 14a-9.

•various references to the board being conflicted.
•that Mr. Geygan's apparent control of the board "...has led to ... a concerning level of
attrition among highly-qualified women in the boardroom" and that the board or
company are under the "...seemingly outsized influence and power of Mr. Geygan"
and similar statements.
•that "Chair Geygan Has Fostered Exceedingly Poor Corporate Governance."
•that "the Board has filled the Company’s executive team and outside advisers to be
filled with Mr. Geygan’s allies."
•that "Mr. Sarlls has repeatedly ... childishly ignored" you.
            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 Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions