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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

Date
April 7, 2023
Author
Not clearly detected
Form
CORRESP
Company
TIGO ENERGY, INC.

Letter

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.

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.

· “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.

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

Show Raw Text
CORRESP
1
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.

    1

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.

    2

 · “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.

    3

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