Correspondence 0001104659-23-043196 from TIGO ENERGY, INC. (TYGO)
TIGO ENERGY, INC.
Date: April 7, 2023 · CIK: 0001855447 · Accession: 0001104659-23-043196
AI Filing Summary & Sentiment
File numbers found in text: 333-269095
Referenced dates: February 28, 2023
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CORRESP
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filename1.htm
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
April 7, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269095
Ladies and Gentlemen:
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 February 28, 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. 2 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.
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Form S-4/A filed February 14, 2023
General
1. We note
your response to prior comment one, but disagree that Tigo Energy, Inc. ("Tigo")
is not a "covered person" under Rule 14e-5. Accordingly, please provide your analysis
on how the agreement for Tigo to purchase common stock and private placement units would
comply with Rule 14e-5.
Company Response:
The Staff’s comment is noted. We respectfully advise the Staff that we have referenced Rule 14e-5, including the definition
of “Covered Person” under subsection (c)(3) thereof, and do not consider Tigo to be among the parties listed, including:
(i) the offeror and its affiliates; (ii) the offeror's dealer-manager and its affiliates; (iii) any advisor to any of the persons specified
in paragraph (c)(3)(i) and (ii) of such section, whose compensation is dependent on the completion of the offer; or (iv) any person acting,
directly or indirectly, in concert with any of the persons specified in such paragraph (c)(3) in connection with any purchase or arrangement
to purchase any subject securities or any related securities, as Tigo is an unaffiliated entity from ROCG, that is the target entity
of an acquisition by ROCG, is not acting as a dealer-manager or advisor to ROCG and is negotiating a transaction opposite of, rather
than in concert with, ROCG and its affiliates.
We further advise
the Staff that the transaction, though we maintain is not subject to Rule 14e-5, has complied with the conditions of Question 166.01
under the Compliance and Disclosure Interpretations applicable to Tender Offer Rules and Schedules which it is able as restated and detailed
below:
· “the
Securities Act registration statement or proxy statement filed for the business combination
transaction discloses the possibility that the SPAC sponsor or its affiliates will purchase
the SPAC securities outside the redemption process, along with the purpose of such purchases;”
○ We
respectfully direct the staff to the disclosure throughout the Amended Registration Statement,
including pages xvii, 2, 8, 14, 63, 81, 203, 227, and 259-263, as well as the terms of
the sale and purchase agreement included as Exhibit 10.12 to the Amended Registration Statement
regarding Tigo’s agreement to purchase the common stock and private placement units.
As discussed beginning on page 188 of the Amended Registration Statement in the section
entitled “Background of the Business Combination” this transaction has
been contemplated as a part of the economics and anticipated dilution to the Combined Company
stockholders of the Business Combination beginning with the letter of intent dated November
1, 2022.
· “the
SPAC sponsor or its affiliates will purchase the SPAC securities at a price no higher than
the price offered through the SPAC redemption process;”
○ We
respectfully direct the Staff to the disclosure on pages xvii, 8, 14, 63, 203, and 227 as
well as the terms of the sale and purchase agreement included as Exhibit 10.12 to the Amended
Registration Statement stating the sale price of the 1,645,000 shares of common stock and
424,000 private placement units will be $2.3 million, resulting in a per share and private
placement unit price of $10.00, which is below the anticipated $10.38 per share redemption
price as disclosed on pages 29 and 82 of the Amended Registration Statement.
· “the
Securities Act registration statement or proxy statement filed for the business combination
transaction includes a representation that any SPAC securities purchased by the SPAC sponsor
or its affiliates would not be voted in favor of approving the business combination transaction;”
○ We
respectfully advise the staff that the shares of ROCG common stock subject to the transaction
would be voted prior to the transaction (which closes immediately prior to the effective
time of the Business Combination) and that the purchaser, Tigo, would not, pursuant to the
terms of the sale and purchase agreement, be eligible to vote such shares in favor of the
Business Combination.
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· “the
SPAC sponsor and its affiliates do not possess any redemption rights with respect to the
SPAC securities or, if they possess redemption rights, they waive such rights;”
○ We
respectfully advise the Staff that the shares of common stock and private placement units
are not “Public Shares” pursuant to ROCG’s Existing Charter (as defined
in the Registration Statement) and are therefore not subject to redemption rights. We further
advise the Staff that the Sponsors have each agreed to waive their rights to redeem any shares
of ROCG common stock or other equity interests of ROCG pursuant to section 5 of the sponsor
support agreement, included as Exhibit 10.9 to the Amended Registration Statement and that
the transaction contemplated by the sale and purchase agreement will be consummated following
the redemption period preventing Tigo from exercising any redemption rights which would be
available.
· the
SPAC discloses in a Form 8-K, prior to the security holder meeting to approve the business
combination transaction, the following:
○ the
amount of SPAC securities purchased outside of the redemption offer by the SPAC sponsor or
its affiliates, along with the purchase price;
· We
respectfully direct the Staff to the Form 8-K filed by ROCG on December 6, 2022 (the “2022
8-K”), which discloses the terms of the sale and purchase agreement, among other ancillary
documents to the Agreement and Plan of Merger governing the terms of the Business Combination
(the “Merger Agreement”), discloses the amount of ROCG securities to be purchased
by Tigo outside any redemption offer, and includes the agreement as Exhibit 10.5 thereto.
○ the
purpose of the purchases by the SPAC sponsor or its affiliates;
· We
respectfully direct the Staff to the 2022 8-K which discusses the terms of the transaction
as a part of the economics and anticipated dilution to stockholders of the Combined Company.
○ the
impact, if any, of the purchases by the SPAC sponsor or its affiliates on the likelihood
that the business combination transaction will be approved;
· We
respectfully advise the Staff that we do not believe the purchase by Tigo would impact the
likelihood that the Business Combination would be approved due to the timing of the transaction
being well after the record date for the vote to approve the Business Combination and that
Tigo, as the purchaser, would not be able to vote such shares either in favor of, or against
the Business Combination
○ the
identities of SPAC security holders who sold to the SPAC sponsor or its affiliates (if not
purchased on the open market) or the nature of SPAC security holders (e.g., 5% security holders)
who sold to the SPAC sponsor or its affiliates; and
· We
respectfully direct the Staff to the 2022 8-K which identifies all selling holders as Sponsors,
as well as the disclosure on pages 259-263 of the Amended Registration Statement, which further
details the identities of the holders of ROCG common stock and private placement units to
be sold to Tigo pursuant to the sale and purchase agreement.
○ the
number of SPAC securities for which the SPAC has received redemption requests pursuant to
its redemption offer.
· We
respectfully advise the Staff that the Company will file a Form 8-K following the Special
Meeting (as defined in the Amended Registration Statement), which will set forth the results
of the stockholder votes as well as the number of shares of ROCG common stock for which the
Company receives redemption requests pursuant to its redemption offer.
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2. With
a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity
associated with or otherwise involved in the transaction, is, is controlled by, or has substantial
ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how
this fact could impact your ability to complete your initial business combination. For instance,
discuss the risk to investors that you may not be able to complete an initial business combination
with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the transaction
or a decision to prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses of the investment opportunity in a target company, any price appreciation
in the combined company, and the warrants, which would expire worthless.
Company Response:
The Staff’s comment is noted. We respectfully advise the Staff that no Sponsor is, is controlled by, or has substantial ties
with a non-U.S. person and we have updated the disclosure on pages 206 of the Amended Registration Statement to reflect that the Business
Combination is not subject to review by the Committee on Foreign Investment in the United States or similar regulatory approval.
3. We
note the use of the term "fully diluted" throughout the registration statement,
although the information presented does not reflect conversion of the convertible note or
exercise of certain warrants. Please revise the term appropriately, or alternatively revise
the information to reflect full dilution.
Company Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Amended Registration Statement
to reflect full dilution in response to the Staff’s comment.
Risk Factors
There are risks
to our public shareholders who are not affiliates of the Sponsors..., page 71
4. We
note your response to prior comment 41 and re-issue it in part. Please revise your risk factor