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United States securities and exchange commission logo
June 16, 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. 2 to
Registration Statement on Form S-4
Filed June 1, 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.
Amendment No. 2 to Registration Statement on Form S-4
General
1. Please ensure that all
other missing information is included in a pre-effective amendment,
including the fee that
will be paid to MacKenzie Partners on pages 14 and 71, the
committee assignments
beginning on page 202, and any information that is dependent on
the record date, to the
extent that the record date has been set.
2. We note your disclosure
that Enovix has relied on a $15 million short-term bridge
loan from Mr. Rodgers
to support its business operations. Please revise pages 8 and 247
to disclose the Bridge
Note entered into in May 2021. Please also disclose, if true, that the
Bridge Note will be
repaid from funds from the Trust and PIPE.
Emmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
June 16, 2021
Page 2
Q: What interests do RSVAC's current officers and directors have in the
Business Combination?,
page 7
3. We note your response to comment 4 of our letter dated April 5, 2021.
Since it
appears that the PIPE Investors will be purchasing the shares at a
discount to the current
market price, please provide the requested disclosure regarding the
value of the PIPE
investor interests.
Background of the Business Combination, page 85
4. We note your revisions in response to comment 6. Please provide the
dollar amounts of
the transaction fee and the placement fee.
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.
FirstName LastNameEmmanuel Hernandez Sincerely,
Comapany NameRodgers Silicon Valley Acquisition Corp
Division of Corporation
Finance
June 16, 2021 Page 2 Office of Manufacturing
FirstName LastName