|
Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
On July 27, 2021, ROCC held a special meeting
of stockholders (the “Special Meeting”), at which the stockholders of ROCC considered and adopted, among other
things, a proposal to approve the Business Combination and the other transactions contemplated by the Merger Agreement and related agreements
described in the definitive proxy statement relating to the Business Combination (the “Proxy Statement”) filed
by ROCC with the Securities and Exchange Commission (the “SEC”) on July 8, 2021. Certain terms and conditions
of the Merger Agreement are described in the Proxy Statement in the section titled “Proposal 1—The Business Combination
Proposal” beginning on page 75 thereof, which description is incorporated herein by reference. The parties consummated
the Business Combination on July 28, 2021 and, in connection with the consummation of the Business Combination, “Roth CH Acquisition
II Co.” was renamed “Reservoir Media, Inc.”
Immediately
prior to the effective time of the Business Combination (the “Effective Time”), each share of Series A
preferred stock, par value $0.00001 per share, of Reservoir Holdings that was issued and outstanding immediately prior to the Effective
Time was automatically converted immediately prior to the Effective Time into a number of shares of common stock, par value $0.00001 per
share, of Reservoir Holdings (the “Reservoir Holdings Common Stock”) at the then-effective conversion rate as
calculated pursuant to Reservoir Holdings’ second amended and restated certificate of incorporation as in effect as of the
Effective Time (the “Reservoir Holdings Preferred Stock Conversion”).
At the Effective Time (and, for the avoidance
of doubt, following the Reservoir Holdings Preferred Stock Conversion):
|
·
|
each share of the Reservoir Holdings Common Stock (including the Reservoir Holdings Common Stock resulting
from the Reservoir Holdings Preferred Stock Conversion) that was issued and outstanding immediately prior to the Effective Time (other
than any shares held in treasury immediately prior to the consummation of the Business Combination) was canceled and converted into the
right to receive 196.06562028646 shares of common stock, par value $0.0001 per share, of RMI (the “RMI Common Stock”);
|
|
·
|
each share of the Reservoir Holdings Common Stock held in the treasury of Reservoir Holdings immediately
prior to the Effective Time, if any, was cancelled without any conversion thereof and no payment or distribution was made with respect
thereto;
|
|
·
|
each share of common stock of Merger Sub, par value $0.0001 per share, issued and outstanding immediately
prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and non-assessable share of the Reservoir
Holdings Common Stock; and
|
|
·
|
each option to acquire a share of the Reservoir Holdings Common Stock pursuant to the Reservoir Holdings, Inc.
2019 Long Term Incentive Plan (a “Reservoir Holdings Option”) that was outstanding immediately prior to the
Effective Time was converted into an option to purchase a number of shares of the RMI Common Stock (such option, an “RMI Exchanged
Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of the Reservoir
Holdings Common Stock subject to such Reservoir Holdings Option immediately prior to the Effective Time and (y) the exchange ratio
of 196.06562028646 at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share
of such Reservoir Holdings Option immediately prior to the Effective Time divided by (B) exchange ratio of 196.06562028646.
|
In connection with the consummation of the Business
Combination, an aggregate of 44,714,705 shares of the RMI Common Stock was issued to the stockholders of Reservoir Holdings (the “Merger
Consideration Shares”), resulting in the former stockholders of Reservoir Holdings owning approximately 69.8% of RMI following
the Business Combination.
In connection with the consummation of the Business
Combination, holders of 10,295,452 shares of common stock, par value $0.0001 per share, of ROCC (the “ROCC Common Stock”)
sold in ROCC’s initial public offering consummated in December 2020 properly exercised their right to have their shares of
ROCC Common Stock redeemed at a redemption price of approximately $10.00 per share, or approximately $103.0 million in the aggregate.
Pursuant to the subscription agreements entered
into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain accredited
investors agreed to subscribe for an aggregate of 15,000,000 shares of the ROCC Common Stock at a purchase price of $10.00 per share for
an aggregate purchase price of $150.0 million (the “PIPE Investment”). The Company consummated the PIPE Investment
immediately prior to the consummation of the Business Combination. The placement agents in the PIPE Investment, Roth Capital Partners,
LLC and Craig-Hallum Capital Group LLC, received customary fees in connection with the closing of the PIPE Investment in the amount of
approximately $5.8 million in the aggregate.
After giving effect to the issuance of the Merger
Consideration Shares, the redemption of the ROCC Common Stock and the consummation of the PIPE Investment, there were 64,069,253 shares
of the RMI Common Stock issued and outstanding as of the date of this Current Report on Form 8-K. The RMI Common Stock and RMI’s
warrants are expected to commence trading on the Nasdaq Capital Market LLC under the symbols “RSVR” and “RSVRW,”
respectively, on July 29, 2021, subject to ongoing review of RMI’s satisfaction of all listing criteria following the consummation
of the Business Combination, in lieu of the ROCC Common Stock and ROCC’s warrants, respectively. ROCC’s units have automatically
separated into the ROCC Common Stock and ROCC’s warrants and ceased trading separately on the Nasdaq Capital Market LLC following
the consummation of the Business Combination.
Form 10
Information
Item 2.01(f) of Form 8-K states that,
if the registrant was a shell company, as the Company was immediately before the consummation of the Business Combination, then the registrant
must disclose the information that would be required if the registrant were filing a general form for registration of securities on the
Form 10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company
is providing below the information that would be included in the Form 10 if it were to file the Form 10. Please note that the
information provided below relates to the Company following the consummation of the Business Combination, unless otherwise specifically
indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including
the information incorporated into this Current Report on Form 8-K, contains forward-looking statements within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and includes statements that
express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be, “forward-looking statements.” Forward-looking statements are based
on the current expectations and beliefs of the Company’s management and are inherently subject to a number of risks, uncertainties
and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual financial condition
and results of operations to be materially different from those expressed or implied by these forward-looking statements. Any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,”
“believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”
“forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would” and other similar words and expressions, but
the absence of these words does not mean that a statement is not forward-looking. The risks, uncertainties and/or assumptions include,
among others, the following:
|
·
|
the Company’s ability to achieve the anticipated benefits of the Business Combination, which may
be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably and retain its key
employees;
|
|
·
|
costs related to the Business Combination;
|
|
·
|
expectations regarding the Company’s strategies and future financial performance, including its
future business plans or objectives, prospective performance and opportunities, competitors, revenues, products, pricing, operating expenses,
market trends, liquidity, cash flows and uses of cash and capital expenditures;
|
|
·
|
the Company’s ability to invest in growth initiatives and pursue acquisition opportunities;
|
|
·
|
risks related to the organic and inorganic growth of the Company’s business and the timing of expected
business milestones;
|
|
·
|
limited liquidity and trading of the Company’s securities;
|
|
·
|
geopolitical risk and changes in applicable laws or regulations;
|
|
·
|
the possibility that the Company may be adversely affected by other economic, business and/or competitive
factors;
|
|
·
|
litigation and regulatory enforcement risks, including the diversion of management time and attention
and the additional costs and demands on the Company’s resources; and
|
|
·
|
risks that the COVID-19 pandemic and local, state and federal responses to addressing the COVID-19 pandemic
may have an adverse effect on the Company’s business and prospects as well as the Company’s financial condition and results
of operations.
|
Should one or more of these risks or uncertainties
materialize or should any of the assumptions made by the Company’s management prove incorrect, actual results may vary in material
respects from those projected in the forward-looking statements.
All subsequent written and oral forward-looking
statements concerning the Business Combination or other matters addressed in this Current Report on Form 8-K and attributable to
the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, the Company undertakes no obligation
to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or
to reflect the occurrence of unanticipated events.
Business
The business of the Company following the consummation
of the Business Combination is described in the Proxy Statement in the section titled “Information About Reservoir”
beginning on page 133 thereof, which description is incorporated herein by reference.
Risk Factors
The risk factors relating to the Company’s
business and operations, the Business Combination and the RMI Common Stock are described in the Proxy Statement in the section titled
“Risk Factors” beginning on page 30 thereof, which description is incorporated herein by reference. A summary
of the risks associated with the Company’s business and operations, the Business Combination and the RMI Common Stock is also set
forth in the Proxy Statement in the section titled “Summary of This Proxy Statement—Risk Factors” beginning on
page 23 thereof, which description is incorporated herein by reference.
Properties
The
Company’s principal executive offices and worldwide headquarters are located at 75 Varick Street, 9th Floor, New York, New York
10013, under a lease the term of which commenced on January 26, 2018 and ends on October 31, 2022. The lease also includes
a single renewal option for the Company to extend the term for an additional five-year period, subject to another tenant’s expansion
option contained in such other tenant’s lease. In addition, under certain conditions, the Company has the ability to lease additional
space in the building.
The Company also leases other properties and facilities
elsewhere in the United States and throughout the world as necessary to operate its business. The Company considers such leased properties
and facilities adequate for its current needs.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Management’s discussion and analysis of
financial condition and results of operations of Reservoir Holdings prior to the consummation of the Business Combination is described
in the Proxy Statement in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations of Reservoir” beginning on page 154 thereof, which description is incorporated herein by reference.
Financial Information
Historical Financial Information
The information set forth in clause (a) of
Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference. In addition, the selected historical consolidated
financial information of Reservoir is set forth in the Proxy Statement in the section titled “Selected Historical Consolidated
Financial Information of Reservoir” beginning on page 27 thereof, which information is incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial
Information
The information set forth in
clause (b) of Item 9.01 and Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.
Security Ownership of Certain Beneficial
Owners and Management
The table below sets forth information known to
the Company regarding the beneficial ownership of the RMI Common Stock immediately following the consummation of the Business Combination
by:
|
·
|
each person or “group,” as such term is used in Section 13(d)(3) of the Exchange
Act, known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the RMI Common Stock;
|
|
·
|
each of RMI’s directors and named executive officers; and
|
|
·
|
all of RMI’s directors and named executive officers as a group.
|
Beneficial ownership is determined in accordance
with the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses
sole or shared voting or investment power over such security, including options and warrants that are exercisable as of the Closing Date
or exercisable within sixty (60) days following the Closing Date. In computing the number of shares of the RMI Common Stock beneficially
owned by a person or entity and the percentage ownership of such person or entity in the table below, all shares of the RMI Common Stock
subject to options held by such person or entity were deemed to be outstanding and beneficially owned by the persons or entities holding
such options for the purpose of computing the number of shares of the RMI Common Stock beneficially owned and the percentage ownership
of such person or entity. However, they are not deemed to be outstanding and beneficially owned for the purpose of computing the percentage
ownership of any other person or entity.
The beneficial ownership of the RMI Common Stock
is based on 64,069,253 shares of the RMI Common Stock issued and outstanding as of the Closing Date immediately following the consummation
of the Business Combination, after giving effect to the issuance of the Merger Consideration Shares, the redemption of the ROCC Common
Stock and the consummation of the PIPE Investment.
Except as described in the footnotes below and
subject to applicable community property laws and similar laws, the Company believes that each person or entity listed below has sole
voting and investment power with respect to such shares of the RMI Common Stock. Unless otherwise noted, the address of each beneficial
owner is c/o Reservoir Media, Inc., 75 Varick Street, 9th Floor, New York, New York 10013.
Name of Beneficial Owners
|
|
Number of Shares of RMI
Common Stock Beneficially
Owned
|
|
|
Percentage of
RMI Common Stock Issued and
Outstanding
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
Golnar Khosrowshahi(1)
|
|
|
352,918
|
|
|
|
*
|
|
Rell Lafargue(1)
|
|
|
352,918
|
|
|
|
*
|
|
Jim Heindlmeyer(1)
|
|
|
56,466
|
|
|
|
*
|
|
Stephen M. Cook(2)
|
|
|
984,146
|
|
|
|
1.5
|
%
|
Helima Croft
|
|
|
—
|
|
|
|
—
|
|
Ezra S. Field
|
|
|
—
|
|
|
|
—
|
|
Neil de Gelder
|
|
|
—
|
|
|
|
—
|
|
Jennifer G. Koss
|
|
|
—
|
|
|
|
—
|
|
Adam Rothstein(3)
|
|
|
239,059
|
|
|
|
*
|
|
Ryan P. Taylor(4)
|
|
|
13,592,793
|
|
|
|
21.2
|
%
|
Directors and executive officers as a group (10 individuals)
|
|
|
15,578,300
|
|
|
|
24.3
|
%
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
Wesbild Inc.(5)
|
|
|
28,226,573
|
|
|
|
44.1
|
%
|
ER Reservoir LLC(4)
|
|
|
13,592,793
|
|
|
|
21.2
|
%
|
Caledonia US, LP and Caledonia (Private) Investments Pty Limited, on
behalf of various funds they manage(6)
|
|
|
3,700,000
|
|
|
|
5.8%
|
|
* Less than one percent.
|
(1)
|
Represents shares of the RMI Common Stock that could be received upon exercise of the RMI Exchanged Options.
|
|
(2)
|
Consists of the Merger Consideration Shares, which were distributed by RS Reservoir, LLC, a stockholder
of Reservoir Holdings prior to the consummation of the Business Combination, to Mr. Stephen M. Cook and BTCSJC Music LLC contemporaneously
with the consummation of the Business Combination. Mr. Cook has sole voting and dispositive power over the shares of RMI Common Stock
owned by BTCSJC Music LLC. The address of each of Mr. Cook and BTCSJC Music LLC is 617 Blanco Street, Austin, Texas 78703.
|
|
(3)
|
Consists of 88,189 shares of the ROCC Common Stock acquired in connection with the consummation of ROCC’s
initial public offering in December 2020, 25,000 shares of the RMI Common Stock issued in the PIPE Investment, 31,000 shares of the
ROCC Common Stock acquired through open market purchases and 120,849 shares of the ROCC Common Stock issuable upon the exercise of the
ROCC’s warrants exercisable thirty (30) days following the consummation of the Business Combination.
|
|
(4)
|
Consists of the Merger Consideration Shares, which were distributed by RS Reservoir, LLC, a stockholder
of Reservoir Holdings prior to the consummation of the Business Combination, to ER Reservoir LLC contemporaneously with the consummation
of the Business Combination. Mr. Taylor shares voting and dispositive power over the shares of RMI Common Stock owned by ER Reservoir
LLC. The address of each of ER Reservoir LLC and Mr. Taylor is c/o Richmond Hill Investment Co., LP, 375 Hudson Street, 12th Floor,
New York, New York 10014.
|
|
(5)
|
Consists of the Merger Consideration Shares. Hassan Khosrowshahi is the father of Golnar Khosrowshahi
and the chairman of Wesbild Inc.
|
|
(6)
|
Caledonia
US, LP and Caledonia (Private) Investments Pty Limited, on behalf of various funds they manage, hold the shares of the RMI Common Stock.
The address of Caledonia US, LP is 650 Madison Avenue, 24th Floor, New York, New York 10022, and the address of Caledonia
(Private) Investments Pty Limited is Level 10, 131 Macquarie, Sydney NSW 2000.
|
Directors and Executive Officers
The Company’s directors and executive officers
upon the consummation of the Business Combination are described in the Proxy Statement in the section titled “Management of the
Combined Company” beginning on page 174 thereof, which description is incorporated herein by reference.
In connection with, and effective upon the consummation
of the Business Combination, each of ROCC’s directors and executive officers resigned. Mr. Adam Rothstein is a member of the
board of directors of RMI following the consummation of the Business Combination pursuant to the approval of the stockholders of ROCC
at the Special Meeting.
In addition, the size of the board of directors
of RMI was increased to nine members effective immediately following the consummation of the Business Combination, and the board of directors
of RMI appointed Ms. Helima Croft to the board of directors of RMI.
Directors
Pursuant to the approval of the stockholders of
ROCC at the Special Meeting, the following persons were appointed to the board of directors of RMI, divided into three classes as follows:
|
·
|
the Class I directors are Mr. Rell Lafargue and Mr. Neil de Gelder, and their terms will
expire at the annual meeting of stockholders of RMI to be held in 2022;
|
|
·
|
the Class II directors are Mr. Stephen M. Cook, Ms. Jennifer G. Koss and Mr. Adam
Rothstein, and their terms will expire at the annual meeting of stockholders of RMI to be held in 2023; and
|
|
·
|
the Class III directors are Ms. Golnar Khosrowshahi, Mr. Ezra S. Field and Mr. Ryan
P. Taylor, and their terms will expire at the annual meeting of stockholders of RMI to be held in 2024.
|
In addition, the board of directors of RMI appointed
Ms. Helima Croft to the board of directors of RMI as the Class I director immediately following the consummation of the Business
Combination, and her term will expire at the annual meeting of stockholders of RMI to be held in 2022.
Biographical information for these individuals,
other than Ms. Helima Croft, is set forth in the Proxy Statement in the section titled “Management of the Combined Company—Overview
of Executive Officers and Directors” beginning on page 174 thereof, which information is incorporated herein by reference.
Biographical information for Ms. Helima
Croft is set forth below.
Helima
Croft, 50, joined the board of directors of RMI following the consummation of the Business Combination. Ms. Croft
has been a Managing Director and the Head of Global Commodity Strategy and Middle East and North Africa Research at RBC Capital Markets
since 2014. Ms. Croft has also been a CNBC contributor since 2016. Prior to her current roles, Ms. Croft was a Managing Director
and Head of North American Commodities Research at Barclays from 2008 until 2014 and worked in Lehman Brother’s Business Intelligence
Group from 2005 until 2008. Ms. Croft also served as a senior economic analyst at the Central Intelligence Agency from 2001
until 2005, and served as a National Intelligence Fellow at the Council on Foreign Relations from 2003 until 2004. Ms. Croft has
served as a member of the board of directors and a member of the Executive Committee of the Atlantic Council since 2018 and as a member
of the National Petroleum Council since 2016. Ms. Croft is a Life Member of the Council on Foreign Relations and a member of the
Trilateral Commission. Ms. Croft has received a number of industry accolades, including Breaking Energy’s Top Ten New York
Women in Energy and Oil and Gas Investor’s Top 25 Most Influential Women in Energy for 2019. Ms. Croft graduated from the University
of Edinburgh in 1993 and earned her PhD in Economic History from the Princeton University in 2001.
Independence of Directors
The listing standards of the Nasdaq Stock Market
LLC (“Nasdaq”) require that a majority of the board of directors of RMI be independent. An “independent
director” is defined generally as a person, other than an officer or employee of a company or its subsidiaries or any other individual
having a relationship which, in the opinion of such company's board of directors, would interfere with the director’s exercise of
independent judgment in carrying out the responsibilities of a director. The board of directors of RMI has determined that each of Mr. Stephen
M. Cook, Ms. Helima Croft, Mr. Ezra S. Field, Mr. Neil de Gelder, Ms. Jennifer G. Koss, Mr. Adam Rothstein and
Mr. Ryan P. Taylor is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.
Committees of the Board of Directors of RMI
Effective as of the consummation of the Business
Combination, the standing committees of the board of directors of RMI consist of an audit committee (the “Audit Committee”),
a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee
(the “Nominating and Corporate Governance Committee”). Each of the committees reports to the board of directors
of RMI.
Audit Committee
The primary purpose of the Audit Committee is
to discharge the responsibilities of the board of directors of RMI with respect to the accounting, financial and other reporting and internal
control practices and to oversee RMI’s independent registered public accounting firm. Effective as of the consummation of the Business
Combination, the board of directors of RMI appointed Ezra S. Field, Mr. Neil de Gelder and Mr. Adam Rothstein to serve on the
Audit Committee. Mr. Neil de Gelder serves as the chair of the Audit Committee. The board of directors of RMI has determined that
Mr. Adam Rothstein is an “audit committee financial expert” within the meaning of the SEC rules and regulations.
In addition, the board of directors of RMI has determined that each proposed member of the Audit Committee has the requisite financial
expertise required under the applicable requirements of Nasdaq.
Compensation Committee
The primary purpose of the Compensation Committee
is to discharge the responsibilities of the board of directors of RMI with respect to overseeing RMI’s compensation policies, plans
and programs and reviewing and determining the compensation to be paid to RMI’s directors, executive officers and other senior management,
as appropriate. Effective as of the consummation of the Business Combination, the board of directors of RMI appointed Mr. Stephen
M. Cook, Mr. Ezra S. Field and Mr. Neil de Gelder to serve on the Compensation Committee. Mr. Ezra S. Field serves as the
chair of the Compensation Committee. The board of directors of RMI has determined that each member of the Compensation Committee is a
“non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.
Nominating and Corporate Governance Committee
The
primary purpose of the Nominating and Corporate Governance Committee is to discharge the responsibilities of the board of directors of
RMI with respect to identifying individuals qualified to become members of the board of directors of RMI, reviewing the leadership
structure of the board of directors of RMI and developing a set of corporate governance guidelines. Effective as of the consummation of
the Business Combination, the board of directors of RMI appointed Mr. Stephen M. Cook, Mr. Neil de Gelder and Mr. Ryan
P. Taylor to serve on the Nominating and Corporate Governance Committee. Mr. Stephen M. Cook serves as the chair of the Nominating
and Corporate Governance Committee.
Executive Officers
Effective as of the consummation of the Business
Combination, the board of directors of RMI appointed Ms. Golnar Khosrowshahi to serve as the Chief Executive Officer, Mr. Rell
Lafargue to serve as the President and Chief Operating Officer and Mr. Jim Heindlmeyer to serve as the Chief Financial Officer. Biographical
information for these individuals is set forth in the Proxy Statement in the section titled “Management of the Combined Company—Overview
of Executive Officers and Directors” beginning on page 174 thereof, which information is incorporated herein by reference.
Compensation of Directors and Named Executive Officers
Except as set forth below under “—Compensation
of Directors,” the compensation of the directors and named executive officers of (i) Reservoir Holdings prior to the consummation
of the Business Combination and (ii) RMI following the consummation of the Business Combination is described in the Proxy Statement
in the sections titled “Management of Reservoir—Compensation of Executive Officers and Directors” and “Management
of the Combined Company—Executive Compensation” beginning on pages 149 and 180 thereof, respectively, which description
is incorporated herein by reference.
Compensation of Directors
Following
the consummation of the Business Combination, RMI anticipates that each of RMI’s non-employee directors will receive a fee in the
amount of $20,000 per annum for his or her service on the board of directors of RMI and an annual equity grant of restricted stock
units in the amount of $80,000. The chair of each of the board of directors of RMI, the Audit Committee and the Compensation Committee
will each receive an additional retainer in the amount of $15,000. In addition, each director will be reimbursed for out-of-pocket expenses
in connection with his or her services and receive indemnification as a director in accordance with RMI’s indemnification policies
in effect from time to time.
As
described in the Proxy Statement in the section titled “Management of Reservoir—Narrative to Summary Compensation Table—Employment
Agreements” beginning on page 149 thereof, which description is incorporated herein by reference, Reservoir Media Management,
Inc., a wholly-owned subsidiary of Reservoir Holdings, entered into employment agreements with each of Ms. Khosrowshahi, Mr. Lafargue
and Mr. Heindlmeyer effective as of April 1, 2021. The employment agreements set forth various employment terms that were effective as
of the time the employment agreements were entered into, and such terms will generally continue in force following the consummation of
the Business Combination. Copies of the employment agreements are filed as Exhibit 10.8 through 10.10 to this Current Report on Form 8-K
and are incorporated herein by reference.
At the Special Meeting, the
stockholders of ROCC approved the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the “Equity Incentive Plan”).
The description of the Equity Incentive Plan is set forth in the Proxy Statement in the section titled “Proposal 5—The
Incentive Plan Proposal” beginning on page 112 thereof, which description is incorporated herein by reference. A copy of
the full text of the Equity Incentive Plan is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with the Merger Agreement, the board of directors of Reservoir Holdings approved the conversion of each Reservoir Holdings
Option granted pursuant to the Reservoir Holdings, Inc. 2019 Long Term Incentive Plan into rollover RMI Exchanged Options under the Equity
Incentive Plan, effective as of the consummation of the Business Combination, with the same general terms and conditions corresponding
to the original Reservoir Holdings Options, but modified, as necessary, to reflect the Business Combination. Following the consummation
of the Business Combination, RMI expects that the board of directors of RMI will make additional grants of awards under the Equity Incentive
Plan to eligible participants.
Certain Relationships and Related Person Transactions
Certain relationships and related person transactions
are described in the Proxy Statement in the section titled “Certain Relationships and Related Party Transactions” beginning
on page 186 thereof, which description is incorporated herein by reference.
The information
set forth in the section titled “Indemnification Agreements” in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Legal
Proceedings
From time to time, the Company may be involved
in various legal and administrative proceedings, lawsuits and claims incidental to the conduct of its business. Some of these proceedings,
lawsuits or claims may be material and involve highly complex issues that are subject to substantial uncertainties and could result in
damages, fines, penalties, non-monetary sanctions or relief. The Company recognizes provisions for claims or pending litigation when it
determines that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain
nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. The Company is not subject
to any material pending legal and administrative proceedings, lawsuits or claims as of the date of this Current Report on Form 8-K.
Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
The RMI Common Stock and RMI’s warrants
are expected to commence trading on the Nasdaq Capital Market LLC under the symbols “RSVR” and “RSVRW,” respectively,
on July 29, 2021, subject to ongoing review of RMI’s satisfaction of all listing criteria following the consummation of the
Business Combination, in lieu of the ROCC Common Stock and ROCC’s warrants, respectively. ROCC’s units have automatically
separated into the ROCC Common Stock and ROCC’s warrants and ceased trading separately on the Nasdaq Capital Market LLC following
the consummation of the Business Combination.
ROCC has not paid any cash dividends on the shares
of the ROCC Common Stock prior to the consummation of the Business Combination. The payment of any cash dividends following the consummation
of the Business Combination will be within the discretion of the board of directors of RMI. RMI currently expects to retain future earnings
to finance its operations and grow its business and does not expect to declare or pay cash dividends for the foreseeable future.
Recent Sales of Unregistered Securities
The information
set forth in Item 3.02 of this Current Report on Form 8-K relating to the issuance of the RMI Common Stock in connection with the
consummation of the Business Combination is incorporated herein by reference.
Description of Registrant’s Securities to be Registered
The description of the Company’s securities
is set forth in the Proxy Statement in the section titled “Description of the Combined Company’s Securities”
beginning on page 200 thereof, which description is incorporated herein by reference.
Indemnification of Directors and Officers
The
indemnification arrangements with respect to RMI’s directors and officers are
set forth in the Proxy Statement in the section titled “Certain Relationships and Related Party Transactions—The Combined
Company’s Relationships and Related Party Transactions—Indemnification Agreements” beginning on page 186 thereof,
which description is incorporated herein by reference.
The
information set forth in the section titled “Indemnification Agreements”
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.