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United States securities and exchange commission logo
January 27, 2023
Gordon Roth
Chief Financial Officer
Roth CH Acquisition IV Co.
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
Re:Roth CH Acquisition IV Co.
Registration Statement on Form S-4
Filed December 30, 2022
File No. 333-269095
Dear Gordon Roth:
            We have reviewed your registration statement 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 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.
Form S-4 filed December 30, 2022
General
1.We note your disclosure that the initial stockholders have entered into an agreement to sell
common stock and private placement units to Tigo Energy, Inc. ("Tigo").  Please tell us
how this agreement complies with Rule 14e-5.  Additionally clarify whether shareholders
are being asked to vote on this purchase and sale agreement.
2.We note that Craig-Hallum Capital Group ("Craig-Hallum") was an underwriter for your
SPAC initial public offering, and your disclosure indicates Craig-Hallum has advised on
the business combination transaction with the target company, for instance on pages 129
and 179.  We also note your disclosure that appears to indicate Craig-Hallum intends to
waive the deferred underwriting commissions that would otherwise be due to it upon the
closing of the business transaction, as a result of the BCMA termination agreement.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition IV Co.
 January 27, 2023 Page 2
 FirstName LastName
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 2
Please tell us, with a view to disclosure, whether you have received notice from Craig-
Hallam about it ceasing involvement in your transaction.  We may have further comments
in light of your response.
3.We note disclosure indicating that you and/or Tigo may sell additional securities to raise
funds to satisfy the minimum cash required to complete the business combination
transaction after returning funds to redeeming stockholders.  Revise the disclosure to
discuss the key terms of any convertible securities and to disclose the potential impact of
those securities on non-redeeming shareholders.
4.Please disclose whether and how your business, products, or operations are materially
impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine
and the effectiveness of the Uyghur Forced Labor Prevention Act ("UFLPA").  For
example, discuss whether you have or expect to:

•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries or the ongoing invasion.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
Cover Page
5.We note the definition of "merger consideration" as 60 million shares of the combined
company.  Please revise to clarify whether the merger consideration is subject to increase
or decrease based on the additional capital raised as described elsewhere, such as pages
183 and 208.
Basis of Presentation and Glossary, page iv
6.Please revise the definition of "initial stockholders" to identify all of your initial
stockholders, and additionally clarify the extent to which the initial stockholders and the
sponsors overlap or differ.  Please also revise the definition of "public stockholders" on
page v to exclude the sponsors and their affiliates, in order to avoid confusion.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition IV Co.
 January 27, 2023 Page 3
 FirstName LastName
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 3
Cautionary Note Regarding Forward-Looking Statements, page vii
7.We note your reliance upon the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995 in connection with the disclosure of
the plans, strategies and prospects, both business and financial, of you and Tigo.  Please
revise to include language acknowledging the legal uncertainty of the availability of the
safe harbor in the context of a SPAC business combination.
Questions and Answers, page ix
8.Please quantify the aggregate dollar amount and describe the nature of what the sponsors
and their affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended (including the promissory note
described on page 15), fees due (including as financial advisors), out-of-pocket expenses
for which the sponsors and their affiliates are awaiting reimbursement, and the value of
the shares to which Roth Capital Partners ("Roth") is entitled pursuant to the BCMA
termination agreement.  Provide similar disclosure for the company’s officers and
directors, if material.
9.Please revise your ownership table to disclose all possible sources and extent of dilution
that shareholders who elect not to redeem their shares may experience in connection with
the business combination.  Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by or issuable to the initial stockholders, and
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
10.Please disclose the sponsors and their affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities, and including the
maximum number of shares issuable under the BCMA termination agreement.
Summary, page 1
11.We note that Roth and Craig-Hallum were entitled to a deferred fee equal to 4.5% of the
gross proceeds of your SPAC IPO pursuant to the business combination marketing
agreement ("BCMA").  Please revise your disclosure to quantify the amount of this
deferred fee and the value of the shares that Roth agreed to receive under the BCMA
termination agreement (using a range as appropriate).  Additionally describe the reasons
why Craig-Hallum waived the deferred fee and Roth agreed to a reduced fee in the form
of shares.
12.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Quantify the value of warrants, based on
recent trading prices, that may be retained by redeeming stockholders assuming maximum
redemptions and identify any material resulting risks.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition IV Co.
 January 27, 2023 Page 4
 FirstName LastNameGordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 4
13.We note your reference to non-redemption agreements.  Please describe any consideration
provided in exchange for the agreement by shareholders to waive their redemption rights
in connection with the business combination.
14.Please revise the ownership diagrams on page 3 for consistency with the ownership tables
within the questions and answers section.  Include investors who acquire shares and/or
convertible securities pursuant to additional financing in connection with the business
combination, including Roth (making appropriate assumptions).  Separately present
percentages represented by convertible securities, either by footnote disclosure or a
second set of diagrams, and identify all such securities (e.g., ROCG warrants held by
public holders, ROCG warrants underlying private placement units, Tigo warrants or
options (indicating whether any will remain outstanding following the business
combination), any Tigo convertible securities issued or issuable pursuant to additional
financing, etc.).
15.Please revise to disclose the number and percentage of shareholders who redeemed their
shares in connection with the vote to approve the extension.
Warrantholder Consent Agreement, page 13
16.We note your disclosure that Tigo warrant holders have delivered consent to exercise their
warrants for Tigo shares, which will be cancelled and converted into the right to receive a
portion of the merger consideration.  Please revise to clarify if all outstanding Tigo
warrants are subject to consent, and describe how any un-exercised Tigo warrants will be
treated.  Quantify the amount of merger consideration such warrant holders will receive,
and revise disclosure elsewhere as appropriate, for instance the tables setting forth uses of
funds on page 17.
Risk Factors, page 27
17.We note that you rely on suppliers concentrated in southeast Asia. Please disclose the
risks of this reliance and any disruptions you have experienced due to such reliance.
We are exposed to general economic conditions and the fluctuations of interest and inflation
rates may have an adverse effect..., page 42
18.We note your risk factor indicating that inflation could affect demand for your products.
Please update this risk factor if recent inflationary pressures have materially impacted
your operations. In this regard, identify the types of inflationary pressures you are facing
and how your business has been affected.
We depend on sole-source and limited-source suppliers . . . . , page 46
19.Please revise the statement, "We depend on sole-source and limited-source suppliers for
key components of our products, such as our lithium-ion batteries," to clearly disclose
whether you have a sole source of lithium-ion batteries.  Further describe the material

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition IV Co.
 January 27, 2023 Page 5
 FirstName LastName
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 5
provisions of your supply arrangements for key components and assess related risks to the
combined company and shareholders.
The Proposed Charter will provide that the Court of Chancery . . . . , page 65
20.We note that disclosure here includes the clause, "(b) subject to the foregoing, the federal
district courts of the United States of America shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act,"
which does not appear to be included in disclosure elsewhere (for instance on page 243) or
within the combined company's charter; please reconcile.  Please also add risk factor
disclosure relating to the exclusive forum provision contained in the warrant agreement.
ROCG's Special Meeting of Stockholders, page 81
21.We note disclosure on page 81 that the (i) sponsors and your independent directors have
agreed to vote in favor of the business combination and (ii) sponsors and your officers and
directors intend to vote in favor of each proposal; please revise to clarify whether these
involve different shares and commitments, and conform the disclosure regarding quorum
requirements on page 82.  Additionally reconcile statements throughout the registration
statement regarding which parties have agreed to vote, for non-exclusive example on
pages 20 and 111 (noting that the sponsors and initial shareholders do not appear to be
identical).  Disclose the number and percentage of shares held by public shareholders that
is required to establish a quorum and approve each proposal, clearly stating if none are
required, and additionally include this information within the questions and answers
section.  Update and otherwise reconcile the disclosure on page 111 that indicates 35.5%
of public shares are required, as this seems inconsistent with disclosure elsewhere
indicating that a majority vote is required and 58.4% of the shares have agreed to vote in
favor.
22.Please revise your disclosure to reflect that discretionary authority may not be exercised to
vote in favor of the adjournment proposal.
Purchases of ROCG Shares, page 86
23.We note disclosure on page 61 regarding potential share purchases (including future
purchase agreements) by the sponsors, Tigo, or their respective directors, officers,
advisors or affiliates; disclosure on page 86 regarding such purchases by the sponsors,
Tigo, the Tigo stockholders and/or their respective affiliates; and various references to
forward purchase agreements, for instance on page 11.  Please provide your analysis as on
how such potential purchases and future/forward purchase agreements would comply with
Rule 14e-5.  To the extent that you are relying on Tender Offer Compliance and
Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding
how it applies to your circumstances.  Revise your disclosure as appropriate for
consistency.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition IV Co.
 January 27, 2023 Page 6
 FirstName LastName
Gordon Roth
Roth CH Acquisition IV Co.
January 27, 2023
Page 6
Our Business Combination Process, page 107
24.Please update this and following sections to reflect the completion of your initial public
offering, extension of the business combination deadline, and other current information in
relation to your proposed business combination with Tigo.  Please also define the term
"Outside Date" on page 201.
Information About Tigo, page 131
25.We note the statement on page 135, "Our total addressable market is defined by our ability
to compete on price and quality within the regions where we plan to do business," yet the
$115 billion market opportunity that "Tigo has positioned itself to take advantage of"
appears to represent global TAM.  Please revise to specify the regions where Tigo expects
to do business within the relevant timeframe and limit TAM to those regions.
Additionally reconcile statements throughout regarding the continents and/or countries
where Tigo has operations, for example on pages 33, 138, and 148.
26.We note references to both software-enabled products and services, for example on page
44.  Please revise disclosure in this section to clearly describe Tigo's software, including
whether it is embedded within products and/or sold on a stand-alone basis, with or without
related services.  Describe the state of software development and commercialization.
Clarify whether customers separately contract for products, software, and/or services, and
whether any revenues are recurring.  We note statements on page 136 that "Our EI
solution is currently offered for residential markets only" and on page 148 that "We
currently offer our EI software to both residential and commercial customers in the U.S.;"
please revise to reconcile or clarify.
27.Please revise your disclosure to describe the acquired business of Foresight Energy Ltd.
and whether and how this affects Tigo's existing operations described in this section.
Disclose additional information regarding the acquisition, including the purchase price
and percentage of Tigo shares issued.
28.Disclosure on page 141 refers to the introduction of larger PV modules with power levels
over 600W, leading to market interest in higher power rating MLPE devices.  Please
revise to explain how this market trend relates to Tigo's products and services, indicating
whether these are capable of operating at such high p