Correspondence 0001104659-23-020204 from TIGO ENERGY, INC. (TYGO)
TIGO ENERGY, INC.
Date: Feb. 13, 2023 · CIK: 0001855447 · Accession: 0001104659-23-020204
AI Filing Summary & Sentiment
File numbers found in text: 333-269095
Referenced dates: January 27, 2023
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DLA Piper LLP (US)
2525 East Camelback Road,
Suite 1000
Phoenix, Arizona 85016-4232
www.dlapiper.com
Steven D. Pidgeon
Steven.Pidgeon@dlapiper.com
T 480.606.5124
F 480.606.5524
February 13, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeff Gordon
Kevin Woody
Alex King
Jennifer Angelini
Re: Roth CH Acquisition IV Co
Registration Statement on Form S-4
Filed December 30, 2022
File No. 333-269095
Ladies and Gentlemen:9
On behalf of our client, Roth CH Acquisition IV Co. (“ROCG”
or the “Company”), we submit this letter setting forth the responses of the Company to the comments that were provided by
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) by your letter dated January 27, 2023 (the “Comment Letter”), regarding the above-referenced filing
(the “Registration Statement”). Concurrently with the filing of this letter, the Company is filing its Amendment No. 1 to
Registration Statement on Form S-4 (the “Amended Registration Statement”), which includes changes to reflect responses to
the Staff’s comments and other updates.
We are authorized by the Company to provide the responses contained
in this letter on its behalf. For your convenience, the text of each comment of the Staff in the Comment Letter is included in italics
below and the Company’s responses appear below each comment. The references in the captions below correspond to the numbered paragraphs
of the Comment Letter.
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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that the purchaser under this agreement is Tigo, which is not a “covered person”
under Rule 14e-5. We additionally respectfully advise the Staff that we have revised our disclosure on pages 15 and 245 of the Amended
Registration Statement to reflect that the consummation of the transactions contemplated by the Sale and
Purchase Agreement is conditioned upon the Closing, however we are not seeking stockholder approval of the Sale and Purchase Agreement
independent from the Business Combination Proposal.
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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.
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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have updated the disclosure on pages 18 and 287 of the Amended Registration Statement
to reflect the requested disclosure.
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.
Company
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Amended Registration
Statement on pages xii-xv, 17, 19-21, 32, 65, 88-89 and 248 in response to the Staff’s comment.
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
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· 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.
Company
Response: The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff that while recent
supply chain disruptions are a risk to Tigo’s business and the industry in which it operates, such risks have not materially impacted
Tigo’s business or results of operations to date. Accordingly, among other disclosure, the Registration Statement contains risk
factors regarding possible supply chain disruptions on pages 45, 49-51, 54-56 and 60, including discussion regarding potential impacts
on Tigo’s supply chain from the Russian invasion of Ukraine, sanctions, higher commodity prices, product shortages, competition,
surges or declines in customer demand, and the location of Tigo’s manufacturers.
The Company respectfully advises the Staff that Tigo’s management
has determined that Tigo does not have any material direct or indirect exposure, including with respect to Tigo’s supply chain,
due to the effectiveness of the Uyghur Forced Labor Prevention Act.
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.
Company Response: The Staff’s comments is noted. We respectfully
advise the Staff that we have provided clarifying language beginning on the cover page of the proxy statement/prospectus included in the
Amended Registration Statement.
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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have confirmed since the initial filing that the Sponsors and Initial Stockholders
are the same group persons and entities. We have revised the disclosure throughout the Amended Registration Statement to refer to the
group only as “Sponsors” and delete the term “Initial Stockholders” from the glossary. We additionally respectfully
advise the Staff that we have revised the definition of “public stockholders” on page v of the Amended Registration Statement
to exclude the Sponsors and their affiliates.
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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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have provided qualifying language beginning on page ix of the Amended Registration
Statement.
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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have updated the disclosure on pages xix, 9, 66, 220, 288 of the Amended Registration
Statement to reflect the requested disclosure.
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.
Company
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Amended Registration
Statement on pages xii-xv, 19-21, 32 and 88-89 in response to the Staff’s comment.
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.
Company
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Amended Registration
Statement on pages xii-xv, 19-21, 32 and 88-89 in response to the Staff’s comment.
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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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have updated the disclosure throughout the Amended Registration Statement, including
on pages 18, 135, 144, 209, and 287-289 of the Amended Registration Statement to reflect the requested disclosure.
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.
Company Response: The Staff’s comments is noted. We respectfully
advise the Staff that we have revised the risk factor summary to included the risks to public warrant. We respectfully advise the Staff
that we have revised the definition of Private Placement Units to include a clarification that the underlying warrants are identical in
terms pursuant to our Warrant Agreement.
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.
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have updated our disclosure on pages xix, 9, 67, and 220 to reflect that the Sponsors
received no consideration for their waiver of redemption rights. We have additionally revised our disclosure on page 121 to clarify that
the non-redemption agreements relating to our Extension did not include an agreement not to redeem 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.).
Company Response: The Staff’s comments
is noted. We respectfully advise the Staff that we have revised the disclosure to include this information on the diagrams on pages 3-4
of the Amended Registration Statement.
15. Please revise to disclose the number and percentage of shareholders who redeemed their shares in connection
with the vote to approve the extension.
Company Response: The Staff’s comments is noted. We respectfully
advise the Staff that we have revised the disclosure to include this information on page 3 of the Amended Registration Statement.
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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.
Company
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Amended Registration
Statement on pages 16, 32, 88-89 and 247 in response to the Staff’s comment.
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.
Company
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Amended Registration
Statement on pages 54-55 in response to the Staff’s comment.
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.
Company
Response: The Comp