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United States securities and exchange commission logo
June 11, 2021
Byron Roth
Chief Executive Officer and Chairman
Roth CH Acquisition II, Co.
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
Re: Roth CH Acquisition
II, Co.
Preliminary Proxy
Statement on Schedule 14A
Filed May 14, 2021
File No. 001-39795
Dear Mr. Roth:
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 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
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 filed May 14, 2021
General
1. Please provide your
analysis why the proposed issuance of ROCC common stock as
consideration for the
business combination does not require registration under the
Securities Act.
Q: How will the Initial Stockholders vote?, page 4
2. In light of the Letter
Agreement, please quantify the percentage of ROCC common stock
held by public
stockholders that would need to be voted in favor of the business
combination in order to
approve the business combination.
Byron Roth
FirstName LastNameByron
Roth CH Acquisition II, Co.Roth
Comapany
June NameRoth CH Acquisition II, Co.
11, 2021
June 11,
Page 2 2021 Page 2
FirstName LastName
Q: What interests do the Sponsor, CR Financial Holdings, Inc. and ROCC's
executive officers
and directors have in the Business Combination?, page 5
3. Refer to the fifth and sixth bullet points of this answer. Please
clarify that the fact that the
Initial Stockholders paying significantly less for their stock and
warrants than public
investors creates an incentive where insiders could potentially
substantially profit even if
business combination subsequently declines in value and is therefore
unprofitable for
public investors. Please similarly revise your risk factor disclosure.
4. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company's officers and directors, if
material.
Risk Factors, page 32
5. Please disclose the material risks to unaffiliated investors presented
by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
Background of the Business Combination
Certain Prospective Financial Information of Reservoir, page 76
6. Please revise the second to last sentence of the last paragraph on
page 76 to remove the
implication that investors are not entitled to rely on disclosure
contained in the proxy
statement.
Information about Reservoir
Our Company, page 128
7. Please revise the first paragraph of this subsection by briefly
discussing the factors that
make you one of the world s leading independent music companies.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Reservoir
Total Revenues, page 155
8. Where you attribute increases in revenue to acquisitions of music
catalogs, please quantify
the increases related to these acquisitions.
Description of the Combined Company's Securities
Choice of Forum, page 202
9. Please disclose here that the federal forum provision in Article XI of
the Proposed Charter
Byron Roth
Roth CH Acquisition II, Co.
June 11, 2021
Page 3
applies to claims arising under the Securities Act. Please also add a
risk factor describing
the attendant risks of the choice of forum and federal forum provisions
in the Proposed
Charter.
2. Summary of Significant Accounting Policies
Notes to the Consolidated Financial Statements
(o) Revenues, page F-46
10. Please clarify for us whether you recognize any royalty revenues in
arrears.
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 Keira Nakada, Staff Accountant at (202) 551-3659 or
Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have questions regarding
comments on the
financial statements and related matters. Please contact J. Nolan McWilliams,
Attorney-
Advisor, at (202) 551-3217 or Sandra Hunter Berkeimer, Legal Branch Chief, at
(202) 551-3758
with any other questions.
Sincerely,
FirstName LastNameByron Roth
Division of
Corporation Finance
Comapany NameRoth CH Acquisition II, Co.
Office of Trade &
Services
June 11, 2021 Page 3
cc: Mitchell Nussbaum, Esq.
FirstName LastName