View:
United States securities and exchange commission logo
April 5, 2021
Emmanuel Hernandez
Chief Financial Officer
Rodgers Silicon Valley Acquisition Corp
535 Eastview Way
Woodside, CA 94062
Re: Rodgers Silicon
Valley Acquisition Corp
Registration
Statement on Form S-4
Filed March 8, 2021
File No. 333-253976
Dear Mr. Hernandez:
We have reviewed your 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.
Form S-4 filed March 8, 2021
General
1. Please revise to limit
your cover page in accordance with Item 501(b) of Regulation S-K.
2. Please disclose the
financial projections and assumptions for Enovix.
Questions and Answers About the Proposals
Q: Are there any arrangements to help ensure that RSVAC will have
sufficient funds..., page 6
3. We note your disclosure
regarding your anticipated uses of the funds from the trust.
Please revise to
clarify how the PIPE funds will be used.
Q: What interests do RSVAC's current officers and directors have in the
Business Combination?,
page 7
Emmanuel Hernandez
FirstName LastNameEmmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
Comapany
April NameRodgers Silicon Valley Acquisition Corp
5, 2021
April 25, 2021 Page 2
Page
FirstName LastName
4. Please provide the amount of out-of-pocket expenses that have been
incurred. Please also
quantify the interests that each of your sponsor, current officers and
directors will receive
in the business combination by listing the value of the securities as
of the most recent
practicable date. Include the PIPE investors in your discussion.
Please make similar
changes throughout the proxy statement/prospectus.
Q: Do I have redemption rights?, page 8
5. Please fill in missing information throughout the proxy
statement/prospectus to the extent
that it is known, such as the amounts in this section.
Q: What are the U.S. federal income tax consequences..., page 9
6. Please revise your disclosure here and on page 107 to clearly state
whether the merger will
be a taxable transaction. Include risk factor disclosure. In addition,
revise the heading on
page 107 to remove the word "certain." Refer to Section III of Staff
Legal Bulletin No.
19.
Enovix Corporation, page 15
7. Please revise your disclosure to describe Enovix in more detail.
Clarify that it is a
development stage company with no operations. Include disclosure about
its history of
reported losses, and the fact that its independent accounting firm
expressed doubt as to its
ability to continue as a going concern. Please also add risk factor
disclosure describing
Enovix's reported losses and the going concern opinion.
Parties to the Business Combination
Rodgers Silicon Valley Acquisition Corp, page 15
8. Please provide the Nasdaq trading price of the securities as of the
most recent practicable
date.
Enovix's relationships with its current customers are subject to various risks,
page 32
9. We note your disclosure that some of Enovix s customers have
exclusive rights to
purchase Enovix s batteries for use in certain ways for certain
periods of time, which
could limit the ability of Enovix to sell batteries to other customers
to which Enovix
would otherwise be able to sell batteries. Please revise to elaborate
on the exclusive rights
and limitations on Enovix.
Risk Factors
RSVAC's Sponsor, directors and officers have interests in the Business
Combination..., page 48
10. Please revise your disclosure here to separate the discussion of Mr.
Rodgers' conflicts into
its own paragraph with its own heading that specifically describes the
risk to investors.
Emmanuel Hernandez
FirstName LastNameEmmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
Comapany
April NameRodgers Silicon Valley Acquisition Corp
5, 2021
April 35, 2021 Page 3
Page
FirstName LastName
11. Please consider including enhanced disclosure on page 8 and separate
risk factor
disclosure regarding conflicts of interest of your officers and
directors. In that regard, we
note that Mr. Reichow is an advisor to RSVAC and was appointed as a
director of
Enovix. We also note that Mr. Schmitt served as an advisor to RSVAC
and was hired as
the Executive Vice President of Sales of Enovix during the target
evaluation process.
The Combined Entity's amended and restated certificate of incorporation
will..., page 56
12. We note that the federal district courts of the United States of
America will be the
exclusive forum for resolving any complaint asserting a cause of
action arising under the
Securities Act. Please also revise your disclosure here on and page
208 to state that there
is uncertainty as to whether a court would enforce your provision. In
that regard, we
note Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder.
Background of the Business Combination, page 73
13. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, structure,
consideration, proposals
and counter-proposals and size of PIPE. In your revised disclosure,
please explain the
reasons for the terms, each party's position on the issues, and how
you reached agreement
on the final terms.
14. We note your disclosure on page 75 that on December 9, 2020, Mr.
Reichow was
appointed to the board of directors of Enovix. Please revise to state
when he was
appointed to the Enovix board. Please also clarify Mr. Reichow's role
with RSVAC.
Further, we note that throughout this section, you describe Mr.
Reichow's involvement,
and it not always clear if he is acting as a representative from
Enovix or RSVAC. In each
of your discussion regarding Mr. Reichow involvement please be sure to
clarify whether
he was acting in his capacity as a representative of RSVAC or Enovix.
15. We note your disclosure on pages 1 and 75 that Mr. Rodgers would be
excluded from
future meetings that related to Enovix and RSVAC. Please revise
clarify the types of
meetings Mr. Rodgers was excluded from. In that regard, we note that
Mr. Rodgers
participated in meetings that occurred on various dates throughout
December and
January.
16. We note your disclosure on page 83 that Enovix received a fairness
opinion prepared by
VRC. Please file the fairness opinion as an annex to the proxy
statement/prospectus, and
include the information required by Item 1015 of Regulation M-A.
17. We note your disclosure on page 77 that Enovix needed to demonstrate
progress towards
improving certain critical business processes. Please revise to
disclose the business
processes that Enovix needed to improve. We also note your disclosure
on page 80 regard
RSVAC's Board concerns regarding Enovix's lack of progress in
improving certain critical
Emmanuel Hernandez
FirstName LastNameEmmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
Comapany
April NameRodgers Silicon Valley Acquisition Corp
5, 2021
April 45, 2021 Page 4
Page
FirstName LastName
business processes. Please elaborate on the nature of the business
processes and RSVAC's
Board's concerns.
18. Please revise to disclose whether Mr. Schmitt continued as one of
RSVAC s Technical
Advisory Board members after he was hired as Executive Vice President
of Sales and
Marketing of Enovix.
19. We note the meeting on January 27, 2021 disclosed on page 80. Please
revise to
disclose Enterprise Value to be offered to Enovix.
20. Please disclose the amount of the valuations and not-to-exceed offer
amounts discussed at
the various meetings. Please also elaborate on the differing
viewpoints and counterpoints
discussed at the various meetings.
Engagement of Financial Advisor to RSVAC, page 83
21. Please revise your disclosure to include the compensation paid to
ThinkEquity during the
past two years including as a result of the current relationship.
Refer to Item 1015(4) and
(5) of Regulation M-A.
The RSVAC Board's Reasons for the Approval of the Business Combination, page 83
22. We note that the only reason addressed in this section is the
engagement of the financial
advisor. Please expand your disclosure here to explain if there were
any other positives or
negatives that the board considered in determining whether to approve
the business
combination.
PROPOSAL 3: THE CHARTER AMENDMENT PROPOSAL, page 115
23. Please revise to disclose the amendment to your exclusive forum
provision. In that
regard, we note that your existing charter provides concurrent
jurisdiction for claims
arising under the Securities Act, and the proposed charter designates
the federal district
courts of the United States of America as the exclusive forum for
claims arising under the
Securities Act.
Information About Enovix, page 155
24. We note your disclosure on page 16 that Enovix was incorporated in
2006. Please revise
to provide a brief history of the company's operations.
25. Please revise to provide the basis for your statement that Enovix's
batteries are five years
ahead of current industry standard products.
26. Please elaborate on the terms of your funded product development
agreements.
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.
Emmanuel Hernandez
Rodgers Silicon Valley Acquisition Corp
April 5, 2021
Page 5
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
April 5, 2021 Page 5 Office of Manufacturing
FirstName LastName