October 3, 2024

Ben Franklin
Manager
CHARLES & COLVARD LTD
Riverstyx Capital Management LLC
3661 Valverde Circle
Jacksonville, FL 32224

       Re: CHARLES & COLVARD LTD
           DFAN14A filed October 1, 2024
           Filed by Riverstyx Capital Management LLC
           File No. 0-23320
Dear Ben Franklin:

       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 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.

DFAN14A filed October 1, 2024
General

1.     We note that your soliciting materials contain an email address where
you direct security
       holders to reach out to you "right away." Note that, in general, no
solicitation may be
       made unless the person solicited has previously or is concurrently
furnished with a
       preliminary or definitive proxy statement meeting the requirements of
Schedule 14A. See
       Exchange Act Rule 14a-3(a) and Rule 14a-6(o). Notwithstanding this
general
       requirement, solicitations meeting the requirements of Rule 14a-12 may
occur. See our
       comments below regarding the specific requirements to rely on Rule
14a-12. Please
       confirm your understanding in your response letter, or contact us at the
numbers provided
       below with any questions.
2.     Rule 14a-12(a)(1)(ii) requires the soliciting party to, in a prominent
legend in clear, plain
       language, advise "security holders to read the proxy statement when it
is available because
 October 3, 2024
Page 2

        it contains important information" and "explain to investors that they
can get the proxy
        statement, and any other relevant documents, for free at the
Commission's web site and
        describe which documents are available free from the participants."
Please revise to
        include the required legend.
3.      Rule 14a-12(b) requires soliciting materials filed pursuant to Rule
14a-12(a) be filed "no
        later than the date the material is first published, sent or given to
security holders." We
        note that the letter to issuer shareholders does not include a date.
Please confirm whether
        the letter was first published, sent or given to security holders no
later than the filing date
        of October 1, 2024.
4.      Soliciting materials filed pursuant to Rule 14a-12 must include a cover
page in the form
        set forth in Schedule 14A. See Rule 14a-12(b). Please check the box on
the cover page
        indicating reliance on Rule 14a-12.
5.      Please revise to provide support for each factual assertion in your
soliciting materials,
        including the following statements in your recent filing:

              "In Fiscal Year 2020, a difficult year for the company due to the
pandemic, the
            company spent $9.4 million on Sales & Marketing. Yet, in the
trailing 12 months
            ending 3/31/2024, those expenses increased by 45% to $13.7 million,
as revenue for
            the trailing 12-month period declined 19% compared to the difficult
COVID year of
            2020."
              "This performance has led to a significant crash in the share
price, down by 70% in
            the trailing one-year period ending 9/30/2024."
              "Additionally, Charles & Colvard's long-time supplier, Wolfspeed,
Inc.
            ("Wolfspeed"), initiated confidential arbitration, alleging breach
of contract and
            asserting Charles & Colvard intends to breach its remaining
obligations. Wolfspeed
            alleges there are over $20 million in damages."


        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Eddie Kim at 202-679-6943 or Christina
Chalk at 202-551-
3263.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Mergers & Acquisitions