SecProbe.io

CORRESP
 1
 filename1.htm

 rmcfd20260210_corresp.htm

 Rocky Mountain Chocolate Factory, Inc.

 265 Turner Drive

 Durango, Colorado 81303

 February 11, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549 3720

 Attention: Erin Donahue

 Re:

 Rocky Mountain Chocolate Factory, Inc.

 Registration Statement on Form S-1

 File No. 333-292926

 Acceleration Request

 Requested Date: February 13, 2026

 Requested Time: 4:00 p.m. Eastern Time, or as soon thereafter as practicable

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rocky Mountain Chocolate Factory, Inc. (the “ Company ”) hereby requests that its Registration Statement on Form S-1 (File No. 333-292926) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Amanda Urquiza at (650) 849-3032.

 Sincerely,

 Rocky Mountain Chocolate Factory, Inc.

 /s/ Jeffrey R. Geygan

 Jeffrey R. Geygan

 Interim Chief Executive Officer

 cc:

 Carrie E. Cass, Rocky Mountain Chocolate Factory, Inc.
 Douglas K. Schnell, Wilson Sonsini Goodrich & Rosati, P.C.

 Amanda N. Urquiza, Wilson Sonsini Goodrich & Rosati, P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 29, 2026

Jeffrey Geygan
Interim Chief Executive Officer
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, CO 81303

 Re: Rocky Mountain Chocolate Factory, Inc.
 Registration Statement on Form S-1
 Filed on January 23, 2026
 File No. 333-292926
Dear Jeffrey Geygan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Amanda Urquiza
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

	rmcfd20241007_corresp.htm

Rocky Mountain Chocolate Factory, Inc.

265 Turner Drive

Durango, Colorado 81303

October 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549 3720

Attention: Erin Donahue

			Re:

			Rocky Mountain Chocolate Factory, Inc.

			Registration Statement on Form S-1

			File No. 333-281948

Acceleration Request

Requested Date:          October 9, 2024

Requested Time:         4:00 p.m. Eastern Time, or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rocky Mountain Chocolate Factory, Inc. (the “Company”) hereby requests that its Registration Statement on Form S-1 (File No. 333-281948) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Amanda Urquiza at (650) 849-3032.

			Sincerely,

			Rocky Mountain Chocolate Factory, Inc.

			/s/ Jeffrey R. Geygan

			Jeffrey R. Geygan

			Interim Chief Executive Officer

			cc:

			Carrie E. Cass, Rocky Mountain Chocolate Factory, Inc.

			Douglas K. Schnell, Wilson Sonsini Goodrich & Rosati, P.C.

			Amanda N. Urquiza, Wilson Sonsini Goodrich & Rosati, P.C.

September 13, 2024
Jeffrey Geygan
Chief Executive Officer
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, CO 81303
Re:Rocky Mountain Chocolate Factory, Inc.
Registration Statement on Form S-1
Filed September 5, 2024
File No. 333-281948
Dear Jeffrey Geygan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 8, 2022
Ryan Nebel
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:Rocky Mountain Chocolate Factory, Inc.
Preliminary Proxy Statement filed by AB Value Partners LP et al.
Filed July 1, 2022
File No. 001-36865
Dear Mr. Nebel:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
Background to Solicitation, page 5
1.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.  Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Provide support for the following statements:

•that the company's setting of the annual meeting date was done "...seemingly in an
attempt to circumvent the new universal proxy rules..."
•that "...Chair Geygan...has since taken control of the Board" (page 11) and similar
disclosure relating to Mr. Geygan's influence over the board and company.
•your belief "...that [Mr. Geygan] has chosen to attempt to take effective control of the
Company through his position as Chair without any process or paying any premium."
(page 11)

 FirstName LastNameRyan Nebel
 Comapany NameOlshan Frome Wolosky LLP
 July 8, 2022 Page 2
 FirstName LastName
Ryan Nebel
Olshan Frome Wolosky LLP
July 8, 2022
Page 2
Reasons for the Solicitation, page 11
2.You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation.  Please provide a factual foundation for the disclosure
included below.  In this regard, note that the factual foundation for such assertion must be
reasonable.  Refer to Rule 14a-9.

•various references to the board being conflicted.
•that Mr. Geygan's apparent control of the board "...has led to ... a concerning level of
attrition among highly-qualified women in the boardroom" and that the board or
company are under the "...seemingly outsized influence and power of Mr. Geygan"
and similar statements.
•that "Chair Geygan Has Fostered Exceedingly Poor Corporate Governance."
•that "the Board has filled the Company’s executive team and outside advisers to be
filled with Mr. Geygan’s allies."
•that "Mr. Sarlls has repeatedly ... childishly ignored" you.
            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 Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 October 1, 2021

By E-Mail

Patrick Gadson , Esq.
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY   10036

 Re: Rocky Mountain Chocolate Factory, Inc.
Additional Definitive Soliciting Materials filed by  AB Value
Partners, LP  et al.
Filed September 30, 202 1
File No. 001-36865

Dear M r. Gadson :

We have limited our review of the filing to those issues we have addressed in our
comments.

Additional Definitive Soliciting Materials filed September 30, 2021
1. We note your references to the possible results of the upcoming election of directors at
the company’s annual meeting in the subject line of the letter and in the second paragraph
of the l etter. Revise your disclosure to clarify that you are unable to predict the results of
the meeting. See Note d to Rule 14a -9.
2. Please provide us support for your statement that “Delaware law prohibits you from
taking any further actions to impede the stockholder franchise ” and for your suggestion
that the company has taken any action “to impede the stockholder franchise.”
3. You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges  of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or disclose, the factual foundation
for your statement that the current directors  are “…entrenching yourselves or lining your
pockets using Company resources.”  In this regard, note that the factual foundation for
such assertion must be reasonable. Refer to Rule 14a -9.
4. Related to comment 2 above, provide us your legal analysis that Delaware law would
require the current board of directors to “ [o]perate the Company  under the current status
quo until the stockholders decide the Board’s composition. Committing the Company to

Patrick Gadson , Esq.
Vinson & Elkins LLP
October 1, 2021
Page 2

 any material transactions or obligations outside the ordinary course of business before the
new Board is seated would disenfranchise the stockhol ders and could deprive the new
Board of its ability to act in accordance with its electoral mandate ” and to “ [t]ake all steps
necessary to disarm any change in control provisions that could penalize stockholders for
electing candidates you oppose. ”

Please  direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

	rmcfd20211004_corresp.htm

October 5, 2021

VIA EDGAR

Mr. Daniel F. Duchovny

Division of Corporation Finance

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Rocky Mountain Chocolate Factory, Inc.

			Additional Definitive Soliciting Materials

			Filed September 30, 2021

			File No. 001-36865

Dear Mr. Duchovny:

On behalf of Rocky Mountain Chocolate Factory, Inc. (the “Company”), we submit this response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 1, 2021 (the “Comment Letter”) relating to the Additional Definitive Soliciting Materials (File No. 001-36865) (the “DEFA14A”), filed by the Company with the Commission on September 30, 2021. For convenience, the text of the comment from the Comment Letter is set forth below in bold, followed by the Company’s response.

Additional Definitive Soliciting Materials filed September 30, 2021

			1.

			Refer to the disclosure stating “…the terms that have been discussed assume I will be dealing with the people I have been dealing with to date - it would be a mistake to assume that I will happily pivot to work with a completely different group of people after your AGM.” Refer also to the disclosure stating “[the plans being discussed] are not transferable unless I am as impressed with whoever I wind up dealing with next as I have been with current management.” With a view toward future revised disclosure, please tell us whether the settlement agreement between the company and Immaculate Confection is in any way conditioned on the identity of the persons serving on your board or being part of your management or on Mr. Kerzner’s positive impression of the individuals representing the company.

Response: The Company respectfully advises the Staff that the settlement agreement between the Company and Immaculate Confection referenced in the DEFA14A is not specifically conditioned on the composition of the Board or management of the Company, or Mr. Kerzner’s positive impression of the individuals representing the Company. However, the crux of the settlement agreement requires the parties to negotiate in good faith within six months of alternative business solutions between the parties. If no solution is agreed to in the six-month period, the parties could, among other things, go their separate ways, subject certain financial rights. Based on the terms of the settlement, the Company believes it is accurate to disclose that if good faith negotiations between the parties on an alternative business solution is not achieved, that the parties could proceed in another direction, and such good faith negotiations could be influenced by the relationship among the principals in such negotiations. Mr. Kerzner also indicates that he would continue to negotiate the alternative business solutions with the Board and management then in place in accordance with the settlement agreement. Based on the above, the Company believes that the disclosure in the DEFA14A is accurate and adequate, and does not warrant any additional disclosure at this time.

* * * *

If we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please telephone me at (303) 291-2374. Thank you again for your time and consideration.

			Respectfully submitted,

			By:

			/s/ Ned A. Prusse

			Name:

			Ned A. Prusse

			cc:

			Bryan Merryman (Rocky Mountain Chocolate Factory, Inc.)

			Sonny Allision (Perkins Coie LLP)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 September 9, 2021

By E-Mail

Patrick Gadson , Esq.
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY   10036

 Re: Rocky Mountain Chocolate Factory, Inc.
Preliminary  Proxy Statement  filed by  AB Value  Partners, LP, AB
    Value  Management LLC, Bradley Radoff, Andrew T. Berger ,
    Rhonda J. Parish, Mark Riegel, Sandra Elizabeth Taylor, and
    Mary Kennedy Thompson
Filed September 2, 202 1
File No. 001-36865

Dear M r. Gadson :

We have limited our review of the filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please re spond to this letter by amending your filing , by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to th is comment , we may have additional comments.

Preliminary Proxy  Statement
1. We note that you have included your Poison Pill Redemption proposal while the
company has not included this proposal in its notice of the meeting. Please give us your
legal analysis of your ability to present this proposal at the meeting and to have any votes
documented o n your proxy card counted by the inspector of elections.

Reasons for the Solicitation, page 4
2. We note your disclosure in the last paragraph of page 4 that the “poison pill is not set to

Patrick Gadson , Esq.
Vinson & Elkins LLP
September 9, 2021
Page 2

 expire for nearly ten years (i.e., March 1, 2025).” Please update thi s disclosure given that
there are less than te n years left until March 2025.

Proposal 1 , page 5
3. We note that the board currently has seven members and that you are nominating five
persons for the board while attempting to rely on the “short slate” provision of Rule 14a -
4(d). Your apparent reliance on that rule is misplaced because  your nominees, if e lected,
would not constitute a minority of the board. Thus, please revise your disclosure here and
your proxy card to properly rely on the short slate  rule, if you intend to do so.
4. Given that , as currently presented,  security holders using your proxy card will be unable
to vote for a full slate of nominees, disclose the consequences to security holders as a
result of using your proxy card to vote for five directors instead of s even.  For example,
revise to highlight to security holders that they will be dis enfranchised with respect to
two seats if they return your proxy card.  Also disclose that you may not exercise
discretionary authority to fill the other seats and that you cannot assure that the other
directors will agree to serve if your slate wins.  Fin ally, disclose whether you have any
plans to fill any vacancies on the board as a result of the election of your nominees.
Refer to Section II.I of Exchange Act Release No. 34 -31326 (October 16, 1992).

We remind you that the filing persons are responsibl e 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 me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  August 5 , 2019

Via Email

Patrick Gadson
Vinson & Elkins LLP
666 Fifth Avenue, 26th Floor
New York, NY 10103

Re:   Rocky Mountain Chocolate Factory, Inc.
PRRN14A filed  August 2 , 2019
Filed by AB Value Partners LP et al.
File No. 1-36865

Dear Mr. Gadson :

We have reviewed the amended f iling listed above and have the following  additional
comment . Please respond by amending the filing .  If you do not believe our comment  apply to
your facts and circumstances  or do not believe an amendment is appropriate , please tell us why
in your response.

After reviewing any amendment to the filin g and any informati on provided in response to
this comment , we may have additional comments .  Capitalized terms used but not defined herein
have the same meanings ascribed to them in the filing.

Form of Proxy

1. Refer to comment 6 in our prior comment letter dated July 30, 2019.  See also, the
adopting release for the “short slate ” rule you are employing here:  “Regu lation of
Communications among Shareholders, ” 57 FR 48276 (October 22, 1992).   The adopting
release  provides a sample form of proxy illustrat ing the formatting of a short slate card
and also provides disclosure guidelines regarding this procedure.  We believe  this
illustrative format is helpful in avoiding shareholder confusion (to the extent possible) in
identifying which nominees are the Company ’s ve rsus AB Value ’s.  Revise the form of
proxy card to distinguish between the Company nominees and your own nom inees, and
to provide a means by which shareholders granting you a proxy can withhold authority
for specific Company nominees.  Currently , your card refers only to the ability to
withhold authority  for a particular  AB Value nominee.

Patrick Gadson , Esq.
Vinson & Elkins LLP
August 5 , 2019
Page 2

 We remind you that the filing persons are responsible for the accura cy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please direct any ques tions to me at (202) 551 -3263 .

        Sincerely,

        /s/ Christina Chalk

        Christina Chalk
        Senior Special Counsel
        Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  July 30, 2019

Via Email

Patrick Gadson
Vinson & Elkins LLP
666 Fifth Avenue, 26th Floor
New York, NY 10103

Re:   Rocky Mountain Chocolate Factory, Inc.
PREC 14A filed  July 25, 2019
Filed by AB Value Partners LP et al.
File No. 1-36865

Dear Mr. Gadson :

We have reviewed the filing  listed above and have the following comment s. Please
respond to these  comment s by amending the filing and/or by providing the requested information
or advis ing us as soon as possible when you will respond.  If you do not believe our comment s
apply to your facts and circumstances  or do not believe an amendment is appropriate , please tell
us why in your response.

After reviewing any amendment to the filin g and any information provided in response to
these comments, we may have additional comments .  Capitalized terms used but not defined
herein have the same meanings ascribed to them in the filing.

Reasons for the Solicitation, page 6

1. Revise to p rovide a source for the “publicly available information” cited to support the
alleged declines in factory sales, retail sales and royalty, marketing and franchise fees
(see the last sentence on page 7).

Proposal 1.  Election of Directors, page 11

2. We are aware tha t RMCF has not yet filed its proxy statement, thereby identifying its
director nominees for the annual meeting. However, before filing a definitive proxy
statement, you  must identify the Company nominees for whom shareholders may
effectively vote using yo ur proxy card.  When the Company’s nominees are identif ied,
revise this section and your  proxy card to identify the individuals whom you will not
support, thereby also identifying the Company nominees for whom shareholders may
“round out” their slate using  your proxy card .  In your revised proxy materials, you may
leave blanks for the specific names, thereby indicating this information will be provided as
it becomes available.

Patrick Gadson , Esq.
Vinson & Elkins LLP
July 30, 2019
Page 2

 Proposal 3: Advisory Vote on Redemption of Poison Pill, page 16

3. In this section, you state that if Proposal 3 is “approved” by shareholders, it will send a
message to the Company .  However, since this is an advisory proposal only, it is not clear
what “approval” means in this context.  Please revise to clarify.

Votin g and Proxy  Procedures, page 18

4. You state that AB Value currently intends to vote the shares it owns in favor of its own
nominees but that you “reserve the right to vote some or all of the AB Value Shares for
some or all of the Company’s director nominees, as we see fit, in order to achieve a Board
composition that we believe is in the best interests of all stockholders…”   Revise to more
specifically explain  under what circumstances AB Value might determine to support the
Company’s nominees over it s own director candidates.

Votes Required for Approval, page 19

5. With respect to Proposal 1 (Election of Directors), the form of proxy filed with your proxy
statement does not provide an “abstain” option.  Therefore, revise to clarify what you
mean by the reference to abstentions in this section in the context of Proposal 1.  If you
mean to reference the “withhold” option provided on your proxy card, revise to so state .

Form of Proxy

6. See our comment above.  Once RMCF identifies its nominees for election, revise the
proxy card to inform shareholders which three Company nominees may “round out” your
short slate .

* * *

We remind you that the filing persons are responsible for the accura cy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please direct any ques tions to me at (202) 551 -3263 .

        Sincerely,

        /s/ Christina Chalk

        Christina Chalk
        Senior Special Counsel
        Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

rmcfd20150106_corresp.htm

January 6, 2015

VIA EDGAR

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:

Rocky Mountain Chocolate Factory, Inc.

Registration Statement on Form S-4

File No. 333-200063

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it becomes effective at 9:00 a.m., Eastern Time, on Thursday, January 8, 2015, or as soon thereafter as practicable.

The Company hereby acknowledges that:

●

should the Securities Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Ned Prusse of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

Very Truly Yours,

ROCKY MOUNTAIN CHOCOLATE

FACTORY, INC.

/s/ Bryan J. Merryman

Bryan J. Merryman

Chief Operating Officer/Chief Financial Officer

CORRESP
1
filename1.htm

rmcfd20150105_corresp.htm

January 5, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. H. Roger Schwall

Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:

Rocky Mountain Chocolate Factory, Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed December 22, 2014

File No. 333-200063

Dear Mr. Schwall:

Rocky Mountain Chocolate Factory, Inc. (the “Company”) submits this response to the comments set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 30, 2014 relating to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). For convenience, the Staff’s comments are set forth herein followed by the Company’s response. The Company has revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this letter an Amendment No. 3 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

Description of Newco Capital Stock, page 17

Litigation Costs, page 19

1.

We note your response to prior comment 1, and reissue the comment in part. Please expand your disclosure regarding the fee-shifting provision to clarify the following:

●

the parties who may be responsible for paying fees, costs and expenses under the provision, including the parties who could be deemed to initiate or assert a claim on behalf of a current or prior stockholder, and

●

the parties who may be allowed to recover their fees and expenses, including the parties who could be deemed to be an “affiliate” in this context.

Response: The Company has revised its disclosure on pages 9 and 19 of the Amendment in response to the Staff’s comment.

2.

In addition, we note the following statement on page 19: “If a Claiming Party is not successful in obtaining a judgment that achieves in substance, such as in the case of a Claim for declaratory or injunctive relief, or amount, such as in the case of a Claim for monetary damages, Newco’s and its directors’, officers’, employees’ and affiliates’ litigation expenses may be shifted to the Claiming Party.” Please revise to clarify the relevant standard for fee-shifting in such contexts. For example, disclose whether the Claiming Party must be successful in those contexts in obtaining a judgment that substantially achieves, in substance and amount, the full remedy sought.

Response: The Company has revised its disclosure on page 19 of the Amendment in response to the Staff’s comment.

* * * *

 In connection with responding to the Staff's comment, the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please telephone me at (970) 259-0554. Thank you again for your time and consideration.

Respectfully submitted,

ROCKY MOUNTAIN CHOCOLATE

FACTORY, INC.

/s/ Bryan J. Merryman

Bryan J. Merryman

Chief Operating Officer/Chief Financial Officer

December 30, 2014

Via E -mail
Franklin E. Crail
Chief Executive Officer  and President
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, Colorado 81303

Re: Rocky Mountain  Chocolate Factory, Inc.
  Amendment No. 2 to Registration Statement on Form S-4
Filed  December 22, 2014
  File No.  333-200063

Dear Mr. Crail:

We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not  believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have  additional comments.

Description of Newco Capital Stock, page 17

Litigation Cost, page 19

1. We note your response to prior comment 1, and reissue the comment in part.  Please
expand your disclosure regarding the fee -shifting p rovision to clarify the following:

 the parties who may be responsible for paying fees, costs and expenses under the
provision, including the parties who could be deemed to initiate or assert a claim on
behalf of a current or prior stockholder, and

 the pa rties who may be allowed to recover their fees and expenses, including the
parties who could be deemed to be an “affiliate” in this context.

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 30, 2014
Page 2

 2. In addition, we note the following statement on page 19: “If a Claiming Party is not
successful in obtaining a ju dgment that achieves in substance, such as in the case of a
Claim for declaratory or injunctive relief, or amount, such as in the case of a Claim for
monetary damages, Newco’s and its directors’, officers’, employees’ and affiliates’
litigation expenses ma y be shifted to the Claiming Party.”   Please revise to clarify the
relevant standard for fee -shifting in such contexts.   For example, disclose whether the
Claiming Party must be successful in those contexts in obtaining a judgment that
substantially achiev es, in substance and amount, the full remedy sought.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable  Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare t he
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 30, 2014
Page 3

 Please contact Karina V. Dorin, Attorney -Advisor, at (202) 551 -3763  or Laura
Nicholson, Senior Counsel,  at (202) 551 -3584  with any questions.

Sincerely,

 /s/ Brad Skinner for

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

rmcfd20141222_corresp.htm

December 22, 2014

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. H. Roger Schwall

Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:

Rocky Mountain Chocolate Factory, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed December 5, 2014

File No. 333-200063

Dear Mr. Schwall:

Rocky Mountain Chocolate Factory, Inc. (the “Company”) submits this response to the comment set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 17, 2014 relating to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). For convenience, the Staff’s comment is set forth herein followed by the Company’s response. The Company has revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this letter an Amendment No. 2 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

Description of Newco Capital Stock, page 17

Litigation Costs, page 19

1.

We note your response to prior comment 1. Please expand your disclosure regarding the fee-shifting provision to clarify the following:

●

the types of actions it covers,

●

the parties who may be responsible for paying fees, costs and expenses under the provision,

●

the meaning of the phrase “substantially achieves, in substance and amount,” and

●

the parties who may be allowed to recover their fees and expenses.

Please also revise your risk factor on page 9 to discuss whether you intend to apply the provision to claims under the federal securities laws, including to any claims related to the current offering. If so, please also disclose that courts have not determined whether such provisions conflict with the federal securities laws.

Response: The Company has revised its disclosure on pages 9 and 19 of the Amendment to address the issues set forth in the Staff’s comment.

* * * *

 In connection with responding to the Staff's comment, the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please telephone me at (970) 259-0554. Thank you again for your time and consideration.

Respectfully submitted,

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

/s/ Bryan J. Merryman

Bryan J. Merryman

Chief Operating Officer/Chief Financial Officer

December 17, 2014

Via E -mail
Franklin E. Crail
Chief Executive Officer  and President
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, Colorado 81303

Re: Rocky Mountain  Chocolate Factory, Inc.
  Amendment No. 1 to Registration Statement on Form S-4
Filed  December 5, 2014
  File No.  333-200063

Dear Mr. Crail:

We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not  believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have  additional comments.

Description of Newco Capital Stock, page 17

Litigation Cost, page 19

1. We note you r response to prior comment 1.  Please expand your disclosure regarding the
fee-shifting provision to clarify the following :

 the types of actions it covers,

 the parties who may be responsible for paying fees, costs and expenses under the
provision,

 the meaning of the phrase “substantially achieves, in substance and amount,” and

 the parties who may be allowed to recover t heir fees and expenses.

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 17, 2014
Page 2

Please also revise your risk factor on page 9 to discuss whether you intend to apply the
provision to claims under the federal securities laws, including to any claims related to
the current offering.   If so, please also disclose that courts have not determined whether
such provisions conflict with t he federal securities laws .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules req uire.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it d oes not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsib ility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting ac celeration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 17, 2014
Page 3

 Please contact Karina V. Dorin, Attorney -Advisor, at (202) 551 -3763  or Laura
Nicholson, Senior Counsel,  at (202) 551 -3584  with any ques tions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

rmcfd20141204_corresp.htm

December 5, 2014

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. H. Roger Schwall

Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:

Rocky Mountain Chocolate Factory, Inc.

Registration Statement on Form S-4

Filed November 10, 2014

File No. 333-200063

Dear Mr. Schwall:

Rocky Mountain Chocolate Factory, Inc. (the “Company”) submits this response to the comment set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 2, 2014 relating to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). For convenience, the Staff’s comment is set forth herein followed by the Company’s response. The Company has revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this letter an Amendment No. 1 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

Description of Newco Capital Stock, page 17

Litigation Costs, page 19

1.

We note your disclosure regarding the cost reimbursement provision in your certificate of incorporation. However, it appears that such provision is set forth in your bylaws. Please revise your disclosure to clarify. Please also include risk factor disclosure that describes the cost reimbursement provision and related risks to investors. For example, explain that the cost reimbursement provision may increase the cost of bringing lawsuits and may effectively discourage shareholder claims. As another example, please discuss the uncertainty about the ultimate effect of such provision.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 19 of the Amendment to clarify that the cost reimbursement provision is set forth in the bylaws. In addition, the Company has revised its disclosure on page 9 of the Amendment to add a risk factor related to the cost reimbursement provision in its bylaws.

* * * *

 In connection with responding to the Staff's comment, the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please telephone me at (970) 259-0554. Thank you again for your time and consideration.

Respectfully submitted,

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

/s/ Bryan J. Merryman

Bryan J. Merryman

Chief Operating Officer/Chief Financial Officer

December 2,  2014

Via E -mail
Franklin E. Crail
Chief Executive Officer  and President
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, Colorado 81303

Re: Rocky Mountain Chocolate Factory, Inc.
  Registration Statement on Form S-4
Filed  November 10, 2014
  File No.  333-200063

Dear Mr. Crail :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Description of Newco Capital Stock, page 17

Litigation Costs, page 19

1. We note your disclosure regarding the cost reimbursement provision in you r certificate of
incorporation.  However, it appears that such provision is set forth in your bylaws.   Please
revise your disclosure to clarify.  Please also include risk factor disclosure that describes
the cost reimbursement provision and related risks to investors.   For example, explain
that the cost reimbursement provision may increase the cost of bringing lawsuits and may
effectively discourage shareholder claims.   As another example, please discuss the
uncertainty about the ultimate effect of such provision.

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 2,  2014
Page 2

 possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a writ ten statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Karina V. Dorin, Attorney -Advisor, at (202) 551 -3763  or Laura
Nicholson, Senior Counsel,  at (202) 551 -3584  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director