SEC Company Response from Roth CH Acquisition I Co (CIK 0001796303) — Mar 27, 2020
Roth CH Acquisition I Co (CIK 0001796303)
Date: March 27, 2020 · CIK: 0001796303 · Accession: 0001104659-20-039612
AI Filing Summary & Sentiment
File numbers found in text: 333-236852
Referenced dates: March 23, 2020
Letter
Via Edgar Division of Corporation Finance Office of Real Estate & Construction Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 16, 2020 File No. 333-236852
Dear Mr. Burr:
On behalf of our client, Roth CH Acquisition I Co. (the “Company”), we hereby provide a response to the comments issued in a letter dated March 23, 2020 (the “Staff’s Letter”) regarding the Company’s draft Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended S-1”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
Jonathan Burr
March 27, 2020
Page 2
Amendment No. 1 to Draft Registration Statement on Form S-1 filed March 16, 2020
Exhibits
1. We note that your amended and restated certificate of incorporation includes an exclusive forum provision. Please disclose this provision in your registration statement and include risk factor disclosure. In this regard, it appears that the exclusive forum provision does not apply to the federal securities laws. Please include whether the provision applies to the federal securities laws in your disclosure.
Response: A risk factor and disclosure relating to the exclusive forum provision in the amended and restated certificate of incorporation have been included in the Amended S-1 on pages 29 and 70, respectively.
Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
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CORRESP
1
filename1.htm
Giovanni
Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct
Main
Fax
212.407.4866
212.407.4000
212.937.3943
gcaruso@loeb.com
Via
Edgar
March 27, 2020
Jonathan Burr
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Roth CH Acquisition I Co.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 16, 2020
File No. 333-236852
Dear Mr. Burr:
On behalf of our
client, Roth CH Acquisition I Co. (the “Company”), we hereby provide a response to the comments issued in a
letter dated March 23, 2020 (the “Staff’s Letter”) regarding the Company’s draft Registration Statement
on Form S-1 (the “Registration Statement”). Contemporaneously, we are submitting the amended draft Registration Statement
via Edgar (the “Amended S-1”).
In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A
limited liability partnership including professional corporations
Jonathan Burr
March 27, 2020
Page 2
Amendment No. 1 to Draft Registration
Statement on Form S-1 filed March 16, 2020
Exhibits
1. We note that your amended and restated certificate
of incorporation includes an exclusive forum provision. Please disclose this provision in your registration statement and include
risk factor disclosure. In this regard, it appears that the exclusive forum provision does not apply to the federal securities
laws. Please include whether the provision applies to the federal securities laws in your disclosure.
Response:
A risk factor and disclosure relating to the exclusive forum provision in the amended and restated certificate of incorporation
have been included in the Amended S-1 on pages 29 and 70, respectively.
Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner