View:
United States securities and exchange commission logo
May 5, 2023
Daniel Kimes
Chief Executive Officer
ROC Energy Acquisition Corp.
16400 Dallas Parkway
Dallas, TX 75248
Re: ROC Energy
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 24,
2023
File No. 333-269763
Dear Daniel Kimes:
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
14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
General
1. On the cover page, page
3, and elsewhere in the filing, you disclose that PIPE Investors
have committed to
purchase from ROC 1,683,168 shares of Common Stock, for an
aggregate purchase
price of approximately $17 million in the PIPE Financing; however,
on pages 26 and 139 you
disclose that ROC has raised $12,860,000 in PIPE Financing as
of the date hereof.
Please clarify.
Daniel Kimes
FirstName LastNameDaniel Kimes
ROC Energy Acquisition Corp.
Comapany
May 5, 2023NameROC Energy Acquisition Corp.
May 5,
Page 2 2023 Page 2
FirstName LastName
2. We note your response to prior comment 18. We also note the disclosure
on pages 76 and
171 indicating that the Sponsor, directors, officers, advisors or any
of their respective
affiliates may purchase the company's public shares to reduce
redemption rates and that
the price offered in such purchases may be higher than the redemption
price. You also
indicate that such purchases could be used to vote such shares in
favor of approving the
business combination. Please provide your analysis on how such
purchases will comply
with Rule 14e-5. To the extent you are relying on Tender Offer Rules
and Schedules
Compliance and Disclosure Interpretation 166.01 (March 22, 2022),
please provide an
analysis regarding how it applies to your circumstances.
Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
December
31, 2022, page 92
3. We note your response to prior comment 10. As noted in our prior
comment, costs
incurred by the SPAC (i.e. ROC) to consummate the merger are generally
expensed as
incurred unless the costs relate to the SPAC issuing debt or equity
(e.g., shares acquired
by PIPE). In this regard, we note that the transaction is accounted
for as a reverse
recapitalization and as you disclose on page 91 is treated as the
equivalent of DTI issuing
stock for the net assets of ROC, accompanied by a recapitalization.
Therefore, SAB Topic
5A would only apply to ROC in the case of the shares issued in the
PIPE and not the
consummation of the merger. Please revise to reflect ROC's transaction
costs as expenses.
You may contact Chen Chen, Staff Accountant, at (202) 551-7351 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at
(202) 551-8816 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Michael J. Blankenship