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United States securities and exchange commission logo
May 24, 2021
Emmanuel Hernandez
Chief Financial Officer
Rodgers Silicon Valley Acquisition Corp
535 Eastview Way
Woodside, CA 94062
Re: Rodgers Silicon
Valley Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 10, 2021
File No. 333-253976
Dear Mr. Hernandez:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. 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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
5, 2021 letter.
Amendment No. 1 to Form S-4
Risk Factors, page 31
1. We note your response
comment 11 of our prior letter. Please include appropriate risk
factor disclosure
regarding potential conflicts of interest of Mr. Reichow, who served as
an advisor to RSVAC and
a board member of Enovix, and Mr. Schmitt, who served as an
advisor to RSVAC and an
officer of Enovix.
RSVAC's Chief Executive Officer and Chairman of the Board has interests
in, page 53
2. Please disclose Mr.
Rodgers' ownership interest in Combined Entity.
Emmanuel Hernandez
FirstName LastNameEmmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
Comapany
May NameRodgers Silicon Valley Acquisition Corp
24, 2021
May 24,
Page 2 2021 Page 2
FirstName LastName
Background of the Business Combination, page 81
3. We note your response to comment 20 of our prior letter. Please revise
to identify the
comparable companies discussed during negotiations. Please also
elaborate on the
differing viewpoints and counterpoints discussed at the various
meetings.
4. We note your meeting on January 27, 2021. Please disclose the proposed
valuation of
Enovix, the methods and bases used towards the proposed Total
Enterprise Value,
comparable companies valuations and other other analyses provided
by Oppenheimer.
5. Please elaborate on the nature of the discussions at the PIPE
Financing meetings.
6. We note that the financial advisory services fees for Oppenheimer are
contingent upon the
business combination closing. Please disclose the amount of the
advisory fees.
Projected Financial Information, page 92
7. We note your disclosure on page 95 that the financial projections are
based on a variety of
operational assumptions, including the number of battery cells sold
and the average sales
price and that key assumptions impacting the forecast include
projected cost of material
and manufacturing, research and development, selling, general and
administrative
expenses, capital expenditures and asset financing, among others.
Please revise to
describe such estimates and assumptions with greater specificity and
quantify where
practicable.
8. We note your disclosure that the projections on page 93 were prepared
by Enovix. Please
also include financial projections and assumptions prepared by RSVAC's
management.
Material U.S. Federal Income Tax Considerations of the Business Combination,
page 127
9. It appears from your revisions in response to comment 6 that you do
not represent that the
merger will be a taxable transaction. As a result, please file a tax
opinion by amendment
and include the opinion in the exhibit index. If counsel elects to
file a short form tax
opinion, both the opinion and the information in the joint proxy
statement/prospectus must
state clearly that the discussion in the joint proxy
statement/prospectus constitutes
counsel's opinion. Please revise your prospectus disclosure to provide
a firm conclusion
regarding treatment of the transaction under Section 368 and remove
language stating that
it is intended that certain material tax consequences will apply.
Refer to Item 601(b)(8) of
Regulation S-K and to Section III of Staff Legal Bulletin No. 19 for
guidance.
Information About Enovix, page 175
10. We note your response to comment 26 of our prior letter. Please revise
to clarify the term
of your Service Revenue Contracts, the time period to reach certain
milestones and the
termination rights of the parties.
Emmanuel Hernandez
FirstName LastNameEmmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
Comapany
May NameRodgers Silicon Valley Acquisition Corp
24, 2021
May 24,
Page 3 2021 Page 3
FirstName LastName
You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-
3254 if you have questions regarding comments on the financial statements and
related
matters. Please contact Erin Purnell at 202-551-3454 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing