SEC Comment Letter 0000000000-22-013961 to Roth CH Acquisition Co. (USCTF, USTWF) (CIK 0001860514)
Roth CH Acquisition Co. (USCTF, USTWF) (CIK 0001860514)
Date: Dec. 28, 2022 · CIK: 0001860514 · Accession: 0000000000-22-013961
AI Filing Summary & Sentiment
File numbers found in text: 001-40959
Letter
United States securities and exchange commission logo December 28, 2022 Greg Klein Co-Chief Executive Officer TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 Re:TKB Critical Technologies 1 Preliminary Proxy Statement filed on Form 14A Filed December 16, 2022 File No. 001-40959 Dear Greg Klein: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement filed on December 16, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Also revise your filing to 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 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. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. 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
FirstName LastNameGreg Klein Comapany NameTKB Critical Technologies 1 December 28, 2022 Page 2 FirstName LastName Greg Klein TKB Critical Technologies 1 December 28, 2022 Page 2 company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joseph Ambrogi at 202-551-4821 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Melissa Curvino, Esq.
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United States securities and exchange commission logo
December 28, 2022
Greg Klein
Co-Chief Executive Officer
TKB Critical Technologies 1
400 Continental Blvd, Suite 600
El Segundo, CA 90245
Re:TKB Critical Technologies 1
Preliminary Proxy Statement filed on Form 14A
Filed December 16, 2022
File No. 001-40959
Dear Greg Klein:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement filed on December 16, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. Also revise your
filing to 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
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. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. 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
FirstName LastNameGreg Klein
Comapany NameTKB Critical Technologies 1
December 28, 2022 Page 2
FirstName LastName
Greg Klein
TKB Critical Technologies 1
December 28, 2022
Page 2
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Joseph Ambrogi at 202-551-4821 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Melissa Curvino, Esq.