United States securities and exchange commission logo
December 15, 2021
Byron Roth
Co-Chief Executive Officer
Roth CH Acquisition III Co
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
Re: Roth CH Acquisition
III Co
Amended Preliminary
Proxy Statement on Schedule 14A
Filed December 9,
2021
File No. 001-40147
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. Unless we note otherwise, our references to prior comments are
to comments in our
November 4, 2021 letter.
Revised Preliminary Proxy Statement
General
1. We note the prior
amendment to the proxy statement indicated on the cover page that the
aggregate number of
securities to which this transaction applies is 29,524,923 shares of
Common Stock. Please
reconcile with the Letter to Stockholders, which reflects an
estimated 62,570,466
shares of common stock, not including the conversion of Qualtek
units.
Letter to Stockholders, page i
2. We partially reissue
comment 1. When discussing the business combination, please
quantify the "portion
of the merger consideration" allocated to each step of the business
combination and the
capital contribution from ROCR. This would include the QualTek
Byron Roth
FirstName LastNameByron
Roth CH Acquisition III Co Roth
Comapany15,
December NameRoth
2021 CH Acquisition III Co
December
Page 2 15, 2021 Page 2
FirstName LastName
Units held by ROCR being converted into the right to receive a number
of Common
Units equal to the number of shares of Class A Common Stock issued and
outstanding,
less the number of Common Units received in connection with the
contribution.
Summary of the Proxy Statement, page 19
3. Refer to prior comment 3. Please clarify the reference to an amount
equal to $10,000,000
and $20,000,000, with reference to the value of equity interests
issued as consideration for
any acquisitions by the Company prior to the Closing. Please also
revise the disclosure to
clearly disclose the total consideration to be paid, as previously
requested.
Risks Related to ROCR and the Business Combination, page 53
4. Refer to prior comment 9. Please revise the sensitivity analysis to
show a range of interim
redemption levels.
Background of the Business Combination, page 100
5. We partially reissue comment 14. Please disclose any discussions about
the need to
obtain additional financing for the combined company through a PIPE
transaction(including the pre PIPE). Please also discuss the
negotiation/marketing
processes, such as what relationships did the PIPE or pre-PIPE
investors have to ROCR,
the sponsor, Qualtek and its affiliates, and the placement agent, and
how were the terms of
the PIPE transactions determined. Clearly identify the placement
agents in the pre-PIPE.
The Board of Directors' Reasons for the Approval of the Business Combination,
page 107
6. Please clarify whether and how the Board took into consideration the
downgraded
projections provided on page 107 in determining to recommend the
transaction, and if not,
why not.
Consideration to be Received in the Business Combination, page 116
7. We reissue comment 16. Please clearly disclose how you calculate the
consideration to be
received by the equityholders of QualTek in the business combination.
For instance,
clarify the reference in calculating the blocker owner consideration
to "the number of
shares of Class A Common Stock equal to the merger consideration."
Note 1. Nature of Business and Summary of Significant Accounting Policies
Revenue Recognition, page F-47
8. We note the Company's response to prior comment 20 and reissue the
comment in part.
Please clarify how many performance obligations you identified for
your typical
engineering, aerial and underground construction contracts that you
use an output measure
to recognize revenue for. To the extent such arrangements include
multiple performance
obligations, please clarify how you allocate total contract
consideration to each
Byron Roth
Roth CH Acquisition III Co
December 15, 2021
Page 3
performance obligation identified and whether you recognize revenue over
time or at a
point in time for each of the identified performance obligations.
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 Ameen Hamady at 202-551-3891 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
FirstName LastNameByron Roth
Division of
Corporation Finance
Comapany NameRoth CH Acquisition III Co
Office of Real Estate
& Construction
December 15, 2021 Page 3
cc: Janeane R. Ferrari, Esq.
FirstName LastName