SecProbe.io

November 20, 2024
Bill Roeschlein
Chief Financial Officer
Tigo Energy, Inc.
655 Campbell Technology Parkway, Suite 150
Campbell, CA 95008
Re:Tigo Energy, Inc.
Schedule TO-I filed November 12, 2024
File No. 005-92838
Dear Bill Roeschlein:
            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.
Schedule TO-I filed November 12, 2024; Offer to Exchange
General
1.As structured, optionholders who tender in your offer will not know the number of
Replacement Options they will receive in the exchange until the expiration date. With
respect to the number of Replacement Options they will receive, we further note that
your Offer to Purchase illustrates only one potential exchange ratio, which does not
appear to be based on a historical market price of the underlying shares. Accordingly,
please revise the Offer to Purchase to illustrate a range of potential exchange ratios,
based on historical market prices, so that optionholders can assess the impact that
market price fluctuations would have on your offer.
2.With reference to Rules 13e-4(f)(1)(ii) and 14e-1(b), please advise how emailing the
relevant exchange ratios to securityholders “no later than 8:00 P.M.” Eastern Time on
the Offer Expiration Date allows sufficient time for holders to consider whether to
tender or withdraw their options.
We note that you have incorporated by reference the financial information required by 3.

November 20, 2024
Page 2
Item 1010(a) of Regulation M-A and provided some of the summary information
required by Item 1010(c). Please provide the information required by Item 1010(c)(2)
and (5). See Instruction 6 to Item 10 of Schedule TO and telephone interpretation
I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone
Interpretations” that is available on the Commission’s website at http://www.sec.gov
for additional guidance.
Conditions of this Offer, page 17
4.Refer to the following disclosure on page 18 of the Offer to Exchange: “The
conditions to this Offer are for our benefit. We may assert them in our discretion
regardless of the circumstances giving rise to them before the Offer Expiration Date,
other than acts or omissions by us. We may waive them, in whole or in part, at any
time and from time to time prior to the Offer Expiration Date, in our reasonable
discretion, whether or not we waive any other condition to this Offer. Our failure at
any time to exercise any of these rights will not be deemed a waiver of any such
rights.” If an offer condition is “triggered” while an offer is pending, in our view, the
offeror must promptly inform securityholders whether it will assert the condition and
terminate the offer, or waive it and continue. Reserving the right to waive a condition
“at any time and from time to time” may be inconsistent with your obligation in this
regard. Please confirm in your response letter that you will promptly notify
securityholders if a condition is triggered while the Offer is pending.
            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 Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions