SEC Comment Letter 0000000000-23-003853 to TIGO ENERGY, INC. (TYGO)
TIGO ENERGY, INC.
Date: April 18, 2023 · CIK: 0001855447 · Accession: 0000000000-23-003853
AI Filing Summary & Sentiment
File numbers found in text: 333-269095
Letter
United States securities and exchange commission logo April 18, 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. Amendment No. 2 to Registration Statement on Form S-4 Filed April 7, 2023 File No. 333-269095 Dear Gordon Roth: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our February 28, 2023, letter. Amendment No. 2 to Form S-4 General 1.Please revise disclosure relating to the non-redemption agreements and related payments to reconcile apparent inconsistencies, for example, on pages 115, 136, F-18, and F-22. Clarify which party entered the agreements, made or will make payments, and received or will receive reimbursement. Revise references to "certain initial stockholders," which does not appear to be a defined term, to specifically identify these parties. Revise disclosure in the summary section under the heading "The Sponsor and ROCG’s Directors and Executive Officers Have Financial Interests in the Business Combination," and add disclosure in the related party transactions section, as appropriate to reflect the foregoing payments and commitments.
FirstName LastNameGordon Roth Comapany NameRoth CH Acquisition IV Co. April 18, 2023 Page 2 FirstName LastName Gordon Roth Roth CH Acquisition IV Co. April 18, 2023 Page 2 2.We note your disclosure that, "In further recognition of Roth’s contributions, the Sponsors additionally intend to, following the Closing, transfer to Roth for no consideration up to a number of shares of the Combined Company’s common stock equal to two-thirds of the potential 200,000 Variable Shares which are not issued pursuant to the BCMA Termination Agreement." Please revise the reference to "Variable Shares," which does not appear to be a defined term, and clarify that Roth is itself a sponsor, according to the definition on page v. Additionally revise disclosure within the related party transactions section related to Roth on page 260 to describe the amendment to the BCMA Termination Agreement and the intended transfer of shares from the other sponsors. Material U.S. Federal Income Tax Consequences, page 231 3.On page 231, you state that "This discussion is for general information only" and that shareholders are urged to consult their tax advisors as to the particular tax considerations of the business combination to them, including the applicability and effect of any U.S. federal laws. Investors are entitled to rely on your disclosure. Revise to eliminate these inappropriate disclaimers. You may recommend that investors consult their own advisors with respect to consequences of the transactions that could vary based on their particular circumstances. For guidance, refer to Section III.D. of Staff Legal Bulletin No. 19. Material Tax Consequences with respect to a Redemption of Public Shares, page 232 4.We note you have included a "short-form" tax opinion as Exhibit 8.2 to the Registration Statement. Please revise this section to state clearly that the disclosure is the opinion of named counsel, and to ensure that the disclosure clearly identifies and articulates the opinion being rendered with respect to each material tax consequence being opined upon. For guidance, refer to Section III.B.2 of Staff Legal Bulletin 19. You may contact Jeff Gordon at 202-551-3866 or Kevin Woody at 202-551-3629 if you have questions regarding comments on the financial statements and related matters. Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Steven Pidgeon
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United States securities and exchange commission logo
April 18, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 7, 2023
File No. 333-269095
Dear Gordon Roth:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our February 28, 2023, letter.
Amendment No. 2 to Form S-4
General
1.Please revise disclosure relating to the non-redemption agreements and related payments
to reconcile apparent inconsistencies, for example, on pages 115, 136, F-18, and F-22.
Clarify which party entered the agreements, made or will make payments, and received or
will receive reimbursement. Revise references to "certain initial stockholders," which
does not appear to be a defined term, to specifically identify these parties. Revise
disclosure in the summary section under the heading "The Sponsor and ROCG’s Directors
and Executive Officers Have Financial Interests in the Business Combination," and add
disclosure in the related party transactions section, as appropriate to reflect the foregoing
payments and commitments.
FirstName LastNameGordon Roth
Comapany NameRoth CH Acquisition IV Co.
April 18, 2023 Page 2
FirstName LastName
Gordon Roth
Roth CH Acquisition IV Co.
April 18, 2023
Page 2
2.We note your disclosure that, "In further recognition of Roth’s contributions, the Sponsors
additionally intend to, following the Closing, transfer to Roth for no consideration up to a
number of shares of the Combined Company’s common stock equal to two-thirds of the
potential 200,000 Variable Shares which are not issued pursuant to the BCMA
Termination Agreement." Please revise the reference to "Variable Shares," which does
not appear to be a defined term, and clarify that Roth is itself a sponsor, according to the
definition on page v. Additionally revise disclosure within the related party transactions
section related to Roth on page 260 to describe the amendment to the BCMA Termination
Agreement and the intended transfer of shares from the other sponsors.
Material U.S. Federal Income Tax Consequences, page 231
3.On page 231, you state that "This discussion is for general information only" and that
shareholders are urged to consult their tax advisors as to the particular tax considerations
of the business combination to them, including the applicability and effect of any U.S.
federal laws. Investors are entitled to rely on your disclosure. Revise to eliminate these
inappropriate disclaimers. You may recommend that investors consult their own advisors
with respect to consequences of the transactions that could vary based on their particular
circumstances. For guidance, refer to Section III.D. of Staff Legal Bulletin No. 19.
Material Tax Consequences with respect to a Redemption of Public Shares, page 232
4.We note you have included a "short-form" tax opinion as Exhibit 8.2 to the Registration
Statement. Please revise this section to state clearly that the disclosure is the opinion of
named counsel, and to ensure that the disclosure clearly identifies and articulates the
opinion being rendered with respect to each material tax consequence being opined
upon. For guidance, refer to Section III.B.2 of Staff Legal Bulletin 19.
You may contact Jeff Gordon at 202-551-3866 or Kevin Woody at 202-551-3629 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Steven Pidgeon