SEC Comment Letter 0000000000-23-000081 to Roth CH Acquisition Co. (USCTF, USTWF) (CIK 0001860514)
Roth CH Acquisition Co. (USCTF, USTWF) (CIK 0001860514)
Date: Jan. 4, 2023 · CIK: 0001860514 · Accession: 0000000000-23-000081
AI Filing Summary & Sentiment
File numbers found in text: 001-40959
Letter
United States securities and exchange commission logo January 4, 2023 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 Schedule 14A Response dated December 30, 2022 File No. 001-40959 Dear Greg Klein: We have reviewed your December 30, 2022 response to our comment letter and have the following comments. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the 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 the comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 28, 2022 letter. Response dated December 30, 2022 General 1.We note your response to prior comment 1. Please tell us why the French citizenship of one of your Sponsor's managing members does not amount to a "substantial tie with a non-U.S. person" that may cause you to become subject to the risks described in the comment, notwithstanding that the member is also a U.S. citizen. Alternatively, please include risk factor disclosure that addresses the risks described in the comment. 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. You may contact Joseph Ambrogi at (202) 551-4821 or Pamela Long at (202) 551-3765 with any questions.
FirstName LastNameGreg Klein Comapany NameTKB Critical Technologies 1 January 4, 2023 Page 2 FirstName LastName Greg Klein TKB Critical Technologies 1 January 4, 2023 Page 2 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
January 4, 2023
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 Schedule 14A
Response dated December 30, 2022
File No. 001-40959
Dear Greg Klein:
We have reviewed your December 30, 2022 response to our comment letter and have the
following comments. In our comment, we may ask you to provide us with information so we
may better understand your disclosure. Please respond to the 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 the comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
December 28, 2022 letter.
Response dated December 30, 2022
General
1.We note your response to prior comment 1. Please tell us why the French citizenship of
one of your Sponsor's managing members does not amount to a "substantial tie with a
non-U.S. person" that may cause you to become subject to the risks described in the
comment, notwithstanding that the member is also a U.S. citizen. Alternatively, please
include risk factor disclosure that addresses the risks described in the comment.
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.
You may contact Joseph Ambrogi at (202) 551-4821 or Pamela Long at (202) 551-3765
with any questions.
FirstName LastNameGreg Klein
Comapany NameTKB Critical Technologies 1
January 4, 2023 Page 2
FirstName LastName
Greg Klein
TKB Critical Technologies 1
January 4, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Melissa Curvino, Esq.