SEC Comment Letter 0000000000-25-004207 to Roth CH Acquisition Co. (USCTF, USTWF) (CIK 0001860514)
Roth CH Acquisition Co. (USCTF, USTWF) (CIK 0001860514)
Date: April 21, 2025 · CIK: 0001860514 · Accession: 0000000000-25-004207
AI Filing Summary & Sentiment
Letter
April 21, 2025 Byron Roth Chief Executive Officer CR Financial Holdings, Inc. 2340 Collins Avenue, Suite 402 Miami Beach, FL 33139 Re:Roth CH Acquisition Co. Schedule 13D filed February 14, 2025 by Byron Roth et. al File No. 005-92987 Dear Byron Roth: We have conducted a limited review of the above-captioned filing and have the following comments . Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comments apply to your facts and circumstances or that an amendment is appropriate , please advise us why in a response letter. After reviewing any amendment to the filing and any information provided in response to these comments, we may have additional comments. Schedule 13D filed February 14, 2025 General 1.We note that the event reported as requiring the filing of the Schedule 13D was January 24, 2025. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the January 24, 2025 event date, the Schedule 13D submitted on February 14, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. Item 3, page 1 2.Please revise to disclose the amount of funds or other consideration used in making the purchases described in Item 3 of your Schedule 13D. Refer to Item 3 of Schedule 13D. Item 7, page 1
April 21, 2025 Page 2 3.Multiple beneficial owners have reported their beneficial ownership on the above- captioned Schedule 13D. Whenever two or more persons are required to file a statement containing the information required by Schedule 13D, a single Schedule 13D may be filed provided that it includes, as an exhibit, their agreement in writing that such a statement is filed on behalf of each of them. Please revise to add the required exhibit, or advise. See Rule 13d-1(k)(1)(iii). We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at 202-551-3266. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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April 21, 2025
Byron Roth
Chief Executive Officer
CR Financial Holdings, Inc.
2340 Collins Avenue, Suite 402
Miami Beach, FL 33139
Re:Roth CH Acquisition Co.
Schedule 13D filed February 14, 2025 by Byron Roth et. al
File No. 005-92987
Dear Byron Roth:
We have conducted a limited review of the above-captioned filing and have the
following comments .
Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in
response to these comments, we may have additional comments.
Schedule 13D filed February 14, 2025
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
January 24, 2025. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the January 24, 2025 event date, the Schedule 13D submitted on
February 14, 2025 was not timely filed. Please advise us why the Schedule 13D was
not filed within the required five business days after the date of the acquisition.
Item 3, page 1
2.Please revise to disclose the amount of funds or other consideration used in making
the purchases described in Item 3 of your Schedule 13D. Refer to Item 3 of Schedule
13D.
Item 7, page 1
April 21, 2025
Page 2
3.Multiple beneficial owners have reported their beneficial ownership on the above-
captioned Schedule 13D. Whenever two or more persons are required to file a
statement containing the information required by Schedule 13D, a single Schedule
13D may be filed provided that it includes, as an exhibit, their agreement in writing
that such a statement is filed on behalf of each of them. Please revise to add the
required exhibit, or advise. See Rule 13d-1(k)(1)(iii).
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions