S-1/A3561384P10DP20DP30D0.5P20DP30D35861370.535861373561384P30D00287500035484590.5287500035484590.5P5Dtrue0.000150000000825008250014556014022710.50P8Ytruetrue00018244030001824403rocc:PublicWarrantsMember2021-03-310001824403rocc:PublicWarrantsMember2020-12-310001824403rocc:CommonStockSubjectToRedemptionMember2020-12-310001824403rocc:CommonStockSubjectToRedemptionMember2019-12-310001824403rocc:SponsorMember2020-08-312020-08-310001824403rocc:SponsorMember2020-08-012020-08-310001824403us-gaap:AdditionalPaidInCapitalMember2019-02-132019-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:CommonStockMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2019-04-232019-04-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:CommonStockMember2019-04-012020-03-310001824403us-gaap:CommonStockMember2019-02-132019-12-310001824403rocc:FounderSharesMember2019-02-012019-02-280001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-03-162020-03-160001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:RetainedEarningsMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NoncontrollingInterestMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AdditionalPaidInCapitalMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:RetainedEarningsMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NoncontrollingInterestMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AdditionalPaidInCapitalMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:RetainedEarningsMember2019-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AdditionalPaidInCapitalMember2019-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2019-03-310001824403us-gaap:RetainedEarningsMember2019-02-120001824403us-gaap:AdditionalPaidInCapitalMember2019-02-1200018244032019-02-120001824403rocc:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001824403us-gaap:WarrantMember2021-03-310001824403rocc:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001824403us-gaap:WarrantMember2020-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:PreferredStockMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:CommonStockMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:PreferredStockMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:CommonStockMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:CommonStockMember2019-03-310001824403us-gaap:IPOMember2021-03-310001824403us-gaap:OverAllotmentOptionMember2020-12-150001824403us-gaap:IPOMember2020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:Series1PreferredSharesMember2019-04-230001824403us-gaap:CommonStockMember2019-02-120001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NonUsMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NonUsMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:US2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:US2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:ProductAndServiceOtherMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NonUsMemberrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NonUsMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SynchronizationMemberrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SynchronizationMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PhysicalMemberrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PerformanceMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:NeighboringRightsMemberrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:MechanicalMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:DigitalMemberrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:DigitalMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:USrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:USrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:ProductAndServiceOtherMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NonUsMemberrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NonUsMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SynchronizationMemberrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SynchronizationMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PhysicalMemberrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PerformanceMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:NeighboringRightsMemberrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:MechanicalMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:DigitalMemberrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:DigitalMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:USrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:USrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:PromissoryNoteWithRelatedPartyMember2020-12-152020-12-1500018244032020-12-152020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:RetainedEarningsMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NoncontrollingInterestMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:RetainedEarningsMember2019-04-012020-03-310001824403us-gaap:PrivatePlacementMember2020-12-152020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:SubsequentEventMemberrocc:MergerAgreementMember2021-04-142021-04-140001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:Series2PreferredSharesMember2020-01-032020-01-030001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-01-032020-01-030001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberstpr:TN2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberstpr:NY2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:FederalMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:CA2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2007-04-272007-04-270001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:US2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:GB2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:US2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembercountry:GB2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:NoncontrollingInterestMember2019-04-012020-03-310001824403us-gaap:RetainedEarningsMember2021-01-012021-03-310001824403us-gaap:RetainedEarningsMember2020-01-012020-12-310001824403us-gaap:RetainedEarningsMember2020-01-012020-03-310001824403us-gaap:CommonStockMember2020-01-012020-03-310001824403us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001824403us-gaap:RetainedEarningsMember2019-02-132019-12-310001824403rocc:CommonClassSubjectToRedemptionMember2019-02-132019-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ReservoirMediaManagementInc.Member2019-04-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-09-080001824403rocc:SecuredLineOfCreditMember2014-12-192014-12-190001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMemberrocc:SecuredLineOfCreditMember2020-12-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MaximumMemberrocc:SecuredLineOfCreditMember2020-12-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMember2020-12-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MaximumMember2020-12-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMemberrocc:SecuredLineOfCreditMember2020-05-200001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MaximumMemberrocc:SecuredLineOfCreditMember2020-05-200001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMember2020-05-200001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MaximumMember2020-05-200001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SecuredLineOfCreditMember2014-12-190001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:RecordedMusicCatalogMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ArtistManagementContractsMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:RecordedMusicCatalogMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ArtistManagementContractsMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:Series2007NotesMember2019-04-022019-04-020001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:BigLifeMusicLtd.Member2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:BigLifeManagementLtd.Member2021-03-310001824403rocc:CommonClassaSubjectToRedemptionMember2021-01-012021-03-310001824403rocc:CommonClassaNotSubjectToRedemptionMember2021-01-012021-03-310001824403rocc:CommonClassSubjectToRedemptionMember2020-01-012020-12-310001824403rocc:CommonClassaNotSubjectToRedemptionMember2020-01-012020-12-310001824403rocc:CommonClassaSubjectToRedemptionMember2020-01-012020-03-310001824403rocc:CommonClassaNotSubjectToRedemptionMember2020-01-012020-03-310001824403rocc:CommonClassaNotSubjectToRedemptionMember2019-02-132019-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:InterestRateSwapMember2020-01-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:InterestRateSwapMember2019-10-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:InterestRateSwapMember2019-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:InterestRateSwap1Member2019-03-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberrocc:MeasurementInputStrikePriceMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberrocc:MeasurementInputProbabilityOfCompletingBusinessCombinationMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberrocc:MeasurementInputFairValueOfWarrantsMember2021-03-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2020-12-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2020-12-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2020-12-310001824403us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2020-12-310001824403us-gaap:FairValueInputsLevel3Memberrocc:MeasurementInputStrikePriceMember2020-12-310001824403us-gaap:FairValueInputsLevel3Memberrocc:MeasurementInputProbabilityOfCompletingBusinessCombinationMember2020-12-310001824403us-gaap:FairValueInputsLevel3Memberrocc:MeasurementInputFairValueOfWarrantsMember2020-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:InterestRateSwapMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:InterestRateSwapMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:Series2007NotesMember2019-04-020001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PaycheckProtectionProgramCaresActMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:SecuredDebtMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SecuredLineOfCreditMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:SecuredDebtMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SecuredLineOfCreditMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:SecuredLineOfCreditMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-03-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2019-04-012020-03-310001824403srt:ScenarioPreviouslyReportedMemberus-gaap:CommonClassAMember2020-12-310001824403srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:CommonClassAMember2020-12-310001824403rocc:RevisionOfPriorPeriodMemberus-gaap:CommonClassAMember2020-12-310001824403srt:ScenarioPreviouslyReportedMemberus-gaap:CommonClassAMember2020-12-150001824403srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:CommonClassAMember2020-12-150001824403rocc:RevisionOfPriorPeriodMemberus-gaap:CommonClassAMember2020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2019-04-230001824403rocc:FounderSharesMember2020-06-292020-06-290001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2019-04-300001824403rocc:PublicWarrantsMemberus-gaap:IPOMember2020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:FairValueInputsLevel2Member2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:FairValueInputsLevel2Member2019-04-012020-03-3100018244032019-02-122019-02-1200018244032019-01-012019-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2019-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ArtistManagementContractsMember2020-02-212020-02-210001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PoparabiaFzLlcMember2019-12-292019-12-290001824403rocc:RecordedMusicCatalogMember2019-06-052019-06-050001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ArtistManagementContractsMember2020-02-210001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:BlueRaincoatArtistsLtdMember2020-02-210001824403rocc:ChrysalisRecordsLimitedMember2019-06-050001824403rocc:BlueRaincoatMusicLimitedMember2019-06-050001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:SubsequentEventMemberrocc:MergerAgreementMember2021-04-140001824403us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001824403us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-3100018244032020-04-012021-03-3100018244032019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2019-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AdditionalPaidInCapitalMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AdditionalPaidInCapitalMember2019-04-012020-03-310001824403srt:ScenarioPreviouslyReportedMember2020-12-310001824403srt:RevisionOfPriorPeriodReclassificationAdjustmentMember2020-12-310001824403srt:ScenarioPreviouslyReportedMember2020-12-150001824403srt:RevisionOfPriorPeriodReclassificationAdjustmentMember2020-12-150001824403rocc:RevisionOfPriorPeriodMember2020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ShapiroBernsteinAndCoIncMember2020-04-132020-04-130001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:BlueRaincoatArtistsLtdMember2020-02-212020-02-210001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:RecordedMusicCatalogMember2019-06-052019-06-050001824403rocc:RevisionOfPriorPeriodMember2020-12-310001824403us-gaap:AdditionalPaidInCapitalMemberus-gaap:PrivatePlacementMember2020-01-012020-12-310001824403us-gaap:AdditionalPaidInCapitalMemberus-gaap:IPOMember2020-01-012020-12-310001824403us-gaap:OverAllotmentOptionMember2020-12-152020-12-150001824403us-gaap:CommonStockMemberus-gaap:PrivatePlacementMember2020-01-012020-12-310001824403us-gaap:CommonStockMemberus-gaap:IPOMember2020-01-012020-12-310001824403us-gaap:PrivatePlacementMember2020-01-012020-12-310001824403us-gaap:IPOMember2020-01-012020-12-310001824403us-gaap:CommonClassBMember2020-01-012020-12-3100018244032020-01-012020-03-310001824403us-gaap:CommonClassBMember2019-02-132019-12-310001824403us-gaap:RetainedEarningsMember2021-03-310001824403us-gaap:AdditionalPaidInCapitalMember2021-03-310001824403us-gaap:RetainedEarningsMember2020-12-310001824403us-gaap:AdditionalPaidInCapitalMember2020-12-310001824403us-gaap:RetainedEarningsMember2020-03-310001824403us-gaap:AdditionalPaidInCapitalMember2020-03-3100018244032020-03-310001824403us-gaap:CommonStockMember2021-03-310001824403us-gaap:CommonStockMember2020-12-310001824403us-gaap:CommonStockMember2020-03-310001824403us-gaap:RetainedEarningsMember2019-12-310001824403us-gaap:CommonStockMember2019-12-310001824403us-gaap:AdditionalPaidInCapitalMember2019-12-3100018244032020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:Series1PreferredSharesMember2019-04-232019-04-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ShareholderMember2019-04-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:PreferredStockMember2019-04-012020-03-310001824403rocc:FounderSharesMember2021-01-012021-03-310001824403rocc:FounderSharesMember2020-01-012020-12-310001824403rocc:SponsorMember2021-01-012021-03-310001824403rocc:SponsorMember2020-01-012020-12-310001824403us-gaap:IPOMember2020-12-152020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2021-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AllOtherSegmentsMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:RecordedMusicMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:MusicPublishingMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AllOtherSegmentsMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:RecordedMusicMember2019-04-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:MusicPublishingMember2019-04-012020-03-310001824403rocc:FounderSharesMember2020-08-312020-08-310001824403rocc:FounderSharesMember2020-08-012020-08-310001824403rocc:SponsorMember2021-03-310001824403rocc:SponsorMember2020-12-310001824403rocc:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-01-012021-03-310001824403rocc:PublicWarrantsMemberus-gaap:IPOMember2020-12-152020-12-150001824403rocc:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2020-12-152020-12-150001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMemberrocc:RecordedMusicMember2007-04-270001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMemberrocc:MusicPublishingMember2007-04-270001824403rocc:PublicWarrantsMember2021-01-012021-03-310001824403rocc:PublicWarrantsMember2020-01-012020-12-310001824403rocc:TwoCustomersMember2021-01-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2021-01-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ThreeCustomersMember2020-01-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-01-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:WesbildInc.Member2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:WesbildHoldingsLtd.Member2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ReservoirMediaManagementCanadaInc.Member2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:WesbildInc.Member2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:WesbildHoldingsLtd.Member2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ReservoirMediaManagementCanadaInc.Member2020-03-3100018244032021-03-3100018244032020-12-3100018244032019-12-310001824403rocc:PromissoryNoteWithRelatedPartyMember2020-08-2300018244032020-08-230001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MinimumMember2021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMembersrt:MaximumMember2021-03-3100018244032019-02-132019-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-10-012020-11-300001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2019-04-012020-03-310001824403us-gaap:SubsequentEventMemberrocc:MergerAgreementMember2021-04-142021-04-140001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:TwoCustomersMemberus-gaap:AccountsReceivableMember2021-01-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccountsReceivableMember2021-01-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:ThreeCustomersMemberus-gaap:AccountsReceivableMember2020-01-012020-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberus-gaap:AccountsReceivableMember2020-01-012020-03-310001824403us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001824403us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001824403us-gaap:CommonStockMember2021-01-012021-03-310001824403us-gaap:CommonStockMember2020-01-012020-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2023-04-012024-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2021-04-012022-03-310001824403rocc:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Memberrocc:PublicWarrantsMember2021-01-012021-03-310001824403rocc:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Memberrocc:PublicWarrantsMember2020-01-012020-12-310001824403rocc:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-03-310001824403rocc:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2020-12-150001824403us-gaap:PrivatePlacementMember2020-12-150001824403srt:ScenarioPreviouslyReportedMember2020-01-012020-12-310001824403srt:RevisionOfPriorPeriodReclassificationAdjustmentMember2020-01-012020-12-310001824403rocc:RevisionOfPriorPeriodMember2020-01-012020-12-310001824403us-gaap:WarrantMember2021-01-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:PoparabiaFzLlcMember2019-12-290001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-04-012021-03-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMemberrocc:TommyBoyMusicLlcMemberus-gaap:SubsequentEventMember2021-06-022021-06-020001824403rocc:SponsorMember2020-08-310001824403rocc:FounderSharesMember2020-08-310001824403rocc:FounderSharesMember2020-06-2900018244032020-01-012020-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2021-01-012021-12-310001824403rocc:ReservoirHoldingsIncAndSubsidiariesMember2020-01-012020-12-3100018244032021-01-012021-03-31iso4217:USDxbrli:sharesxbrli:pureiso4217:USDxbrli:sharesrocc:itemrocc:directorrocc:customerrocc:Voterocc:segment

As filed with the U.S. Securities and Exchange Commission on July 23, 2021

Registration No. 333-257610

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROTH CH ACQUISITION II CO.*

(Exact Name of Registrant as Specified in its Charter)

Delaware

  

7900

  

83-3584204

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification No.)

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(949) 720-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Gordon Roth

Chief Financial Officer

Roth CH Acquisition II Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(949) 720-5700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Mitchell Nussbaum, Esq.
Norwood P. Beveridge, Jr., Esq.
Andrei Sirabionian, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Phone: (212) 407-4000

    

David S. Huntington, Esq.
Jeffrey D. Marell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000

Approximate date of commencement of proposed sale to public:

From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Security Being Registered(1)

Amount Being
Registered(2)

Proposed Maximum
Offering Price Per
Security

Proposed Maximum
Aggregate Offering
Price

Amount of
Registration Fee(4)

Shares of Common Stock, $0.0001 par value (“Common Stock”)

59,714,705

$9.74(3)

$580,083,115 (2)

$63,287.07

(1)

All securities being registered will be issued by Roth CH Acquisition II Co., a Delaware corporation (“ROCC”), in connection with ROCC’s previously announced initial business combination (the “Business Combination”) with Roth CH II Merger Sub Corp. (“Merger Sub”) and Reservoir Holdings, Inc. (“Reservoir”), pursuant to which Merger Sub will merge with and into Reservoir with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC and ROCC will issue an aggregate of 44,714,705 shares (the “Merger Consideration Shares”) of Common Stock to the existing stockholders of Reservoir.

(2)

Represents the resale of the Merger Consideration Shares and 15,000,000 shares of Common Stock that will be issued to certain institutions and accredited investors in a private placement (the “PIPE Investment”) upon the closing of the Business Combination. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(3)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $9.74, which is the average of the high and low prices of shares of ROCC Common Stock on July 22, 2021 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)) on The Nasdaq Capital Market.

(4)

$59,027.53 of such fee was previously paid. $4,259.54 paid herewith.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine.

*

Upon the closing of the Business Combination, the name of Roth CH Acquisition II Co. is expected to change to Reservoir Media, Inc.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS   SUBJECT TO COMPLETION   DATED JULY 23, 2021

ROTH CH ACQUISITION II CO.

59,714,705 Shares

Common Stock

This prospectus relates to the resale from time to time of common stock, $0.0001 par value per share, of Reservoir Media, Inc. (“Common Stock”) issued pursuant to the terms of (i) that certain Agreement and Plan of Merger, dated as of April 14, 2021 (the “Merger Agreement”), by and among Roth CH Acquisition II Co. (“ROCC”), Roth CH II Merger Sub Corp. (“Merger Sub”) and Reservoir Holdings, Inc. (“Reservoir” or “RHI”), and (ii) those certain subscription agreements entered into in connection with the Merger Agreement. In connection with the transactions contemplated by the Merger Agreement, Merger Sub has merged with and into Reservoir (the “Business Combination”) on or about the date of effectiveness of the registration statement of which this prospectus forms a part. Upon consummation of the Business Combination described herein, ROCC was renamed Reservoir Media, Inc. (“RMI”).

As described herein, the selling securityholders named in this prospectus or their permitted transferees (collectively, the “Selling Stockholders”) may sell from time to time up to 59,714,705 shares of RMI’s Common Stock that were issued to the existing stockholders of Reservoir pursuant to the Merger Agreement and to certain institutions and accredited investors in connection with the closing of the Business Combination (the “PIPE Investment”).

We will bear all costs, expenses and fees in connection with the registration of RMI’s Common Stock and will not receive any proceeds from the sale of RMI’s Common Stock. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of RMI’s Common Stock.

Upon the consummation of the Business Combination, RMI’s Common Stock and warrants began trading on The Nasdaq Capital Market (“Nasdaq”) under the symbols “RSVR” and “RSVRW,” respectively.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in RMI’s Common Stock is highly speculative and involves a high degree of risk. See “Risk Factors.”

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of RMI’s Common Stock or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2021

TABLE OF CONTENTS

Page

About this Prospectus

1

Frequently Used Terms

1

Cautionary Note Regarding Forward-Looking Statements

4

Prospectus Summary

6

Selected Historical Financial Information of RHI

10

Risk Factors

11

Use of Proceeds

29

Unaudited Pro Forma Condensed Combined Financial Information

30

RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

44

Description of RHI’s Business

66

Management of the Combined Company

82

Executive Compensation

89

Principal Stockholders

94

Certain Relationships and Related Party Transactions

98

Description of Capital Stock

102

Selling Stockholders

105

Plan of Distribution

115

Experts

117

Legal Matters

117

Where You Can Find More Information

117

Index to Financial Statements

F-1

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Stockholders may sell up to 59,714,705 shares of RMI’s Common Stock from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of RMI’s Common Stock by the Selling Stockholders.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the RMI’s Common Stock, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Stockholders will not make an offer to sell RMI’s Common Stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus, the terms “we,” “us,” “our” or “ROCC” refer to Roth CH Acquisition II Co., a Delaware corporation. In addition, in this prospectus:

Charter” means RMI’s second amended and restated certificate of incorporation;
Closing” means the closing of the Business Combination;
Code” means the Internal Revenue Code of 1986, as amended;
Combined Company” means ROCC following the consummation of the Business Combination, as a result of which Reservoir became a wholly-owned subsidiary of ROCC and ROCC was renamed “Reservoir Media, Inc.”;
Craig-Hallum” means Craig-Hallum Capital Group LLC, a joint lead book-running managing underwriter in connection with the IPO;
Effective Time” means the effective time of the Business Combination;

1

Exchange Act” means the Securities Exchange Act of 1934, as amended;
Founder Shares” means the outstanding shares of ROCC Common Stock held by the Sponsor, certain executive officers and directors of ROCC and affiliates of our management team as of the date of this prospectus;
GAAP” means generally accepted accounting principles in the United States;
Initial Stockholders” means, collectively, the Sponsor, CR Financial Holdings, Inc., certain executive officers and directors of ROCC and affiliates of our management team who hold the Founder Shares and the Private Units as of the date of the Merger Agreement;
IPO” means ROCC’s initial public offering consummated on December 15, 2020;
JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;
Merger Agreement” means the agreement and plan of merger, dated as of April 14, 2021, by and among ROCC, Merger Sub and Reservoir;
Merger Consideration Shares” means 44,714,705 shares of the Combined Company’s common stock to be issued as part of the consideration for the Business Combination (not including 1,494,873 shares representing options to purchase shares of the Combined Company’s Common Stock assumed in the Business Combination);
Merger Sub” means Roth CH II Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCC;
Nasdaq” means the Nasdaq Stock Market LLC;
New Senior Credit Facility” means credit facilities in an aggregate amount of up to $248,750,000 entered into in connection with the consummation of the Business Combination to refinance the existing senior secured revolving credit facility of Reservoir Media Management;
PIPE Investment” refers to the issuance and sale of shares of newly issued ROCC Common Stock in a private placement transaction for a purchase price of $10.00 per share for an aggregate commitment of $150,000,000 concurrent with the Business Combination;
Private Units” means the ROCC Units sold to the Initial Stockholders concurrently with the consummation of the IPO;
Public Shares” means ROCC Common Stock underlying the ROCC Units sold in the IPO;
Public Units” means the ROCC Units sold in the IPO;
Public Warrants” means warrants underlying the ROCC Units sold in the IPO;
Record Date” means July 7, 2021;
Reservoir” or “RHI” means Reservoir Holdings, Inc., a Delaware corporation;
Reservoir Common Stock” means common stock of Reservoir, par value $0.00001 per share;

2

Reservoir Media Management” means Reservoir Media Management, Inc., a Delaware corporation and a wholly-owned subsidiary of Reservoir;
Reservoir Preferred Stock” means Series A preferred stock of Reservoir, par value $0.00001 per share;
ROCC” means Roth CH Acquisition II Co., a Delaware corporation;
ROCC Board” means the board of directors of ROCC;
ROCC Common Stock” means common stock of ROCC, $0.0001 par value per share;
ROCC Unit” means a unit consisting of one share of ROCC Common Stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of ROCC Common Stock at $11.50 per share;
ROCC Warrants” means warrants of ROCC exercisable to purchase ROCC Common Stock;
Roth” means Roth Capital Partners, LLC, a joint lead book-running managing underwriter in connection with the IPO;
SEC” means the Securities and Exchange Commission;
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;
Sponsor” means CHLM Sponsor-1 LLC, a Delaware limited liability company; and
Trust Account” means the trust account of ROCC, which held the net proceeds of the IPO and the sale of the Private Units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, including statements with respect to the anticipated timing, completion and effects of the Business Combination and the financial condition, results of operations, earnings outlook and prospects of ROCC and/or Reservoir and may include statements for the period(s) following the consummation of the Business Combination. Forward- looking statements are based on the current expectations and beliefs of the management of ROCC and Reservoir, as applicable, 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, results of operations, earnings and/or prospects 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, but are not limited to, those described in “Risk Factors,” those discussed and identified in public filings made with the SEC by ROCC and the following:

expectations regarding Reservoir’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures;
Reservoir’s ability to invest in growth initiatives and pursue acquisition opportunities;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the outcome of any legal proceedings that may be instituted against ROCC or Reservoir following announcement of the Merger Agreement and the transactions contemplated therein;
the inability to obtain or maintain the listing of RMI’s Common Stock on Nasdaq following the consummation of the Business Combination;
the risk that the announcement and consummation of the Business Combination disrupts Reservoir’s current plans and operations;
the ability to achieve the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Reservoir to grow and manage growth profitably and retain its key employees;
costs related to the Business Combination;
limited liquidity and trading of ROCC’s securities;
geopolitical risk and changes in applicable laws or regulations;
the possibility that ROCC and/or Reservoir may be adversely affected by other economic, business and/or competitive factors;
risks relating to the uncertainty of the projected financial information with respect to Reservoir;

4

risks related to the organic and inorganic growth of Reservoir’s business and the timing of expected business milestones;
risk that the COVID-19 pandemic, and local, state and federal responses to addressing the COVID-19 pandemic, may have an adverse effect on our and Reservoir’s business operations, as well as our and their financial condition and results of operations; and
litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Reservoir’s resources.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of ROCC and/or Reservoir prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this prospectus and attributable to ROCC, Reservoir or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, ROCC and Reservoir undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

5

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of RMI’s Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in RMI’s Common Stock, you should read the entire prospectus carefully, including “Risk Factors” and the financial statements of ROCC and Reservoir and related notes thereto included elsewhere in this prospectus.

Parties to the Business Combination

ROCC

ROCC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities.

On December 15, 2020, we consummated the IPO of 11,500,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $115,000,000. Simultaneously with the consummation of the IPO, we consummated the sale of 275,000 Private Units in a private placement transaction to the Initial Stockholders, generating gross proceeds of $2,750,000.

After deducting the underwriting discounts, offering expenses and commissions from the IPO and the sale of the Private Units, a total of $115,000,000 of the net proceeds from the IPO and the sale of the Private Units was deposited into the Trust Account established for the benefit of the holders of the Public Shares, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

In accordance with the ROCC’s amended and restated certificate of incorporation, the amounts held in the Trust Account were only to be used by ROCC upon the consummation of the Business Combination or an initial business combination, except that there can be released to ROCC, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account was released upon the consummation of the Business Combination.

Merger Sub

ROCC Merger Sub Inc., was a wholly-owned subsidiary of ROCC, incorporated in the State of Delaware on September 16, 2020 to consummate the Business Combination. Merger Sub merged with and into Reservoir upon the consummation of the Business Combination, with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC.

Reservoir

Reservoir is one of the world’s leading independent music companies based in New York with offices in Los Angeles, Nashville, Toronto, London and Abu Dhabi. Reservoir holds a regular Top 10 U.S. Market Share according to Billboard’s Publishers Quarterly, was twice named Publisher of the Year by Music Business Worldwide’s The A&R Awards in 2017 and 2019, won Independent Publisher of the Year at the 2020 Music Week Awards and is nominated again for the same category in 2021. It operates a music publishing business, a record label, a management business and a rights management society in the Middle East. Reservoir’s publishing catalog includes historic pieces written and performed by greats like Billy Strayhorn, Hoagy Carmichael and John Denver. Reservoir’s stable of active songwriters, including James Fauntleroy, Ali Tamposi and Jamie Hartman, have contributed to current award-winning hits performed by the likes of Justin Bieber, Ariana Grande, Camila Cabello, Bruno Mars, John Legend, Lizzo and more.

6

Reservoir’s music publishing business contributed approximately $67 million to its revenues for the year ended March 31, 2021, representing approximately 83% of its revenues. Reservoir now represents over 130,000 copyrights with titles dating back as far as 1900 and hundreds of #1 releases worldwide. The music is at the heart of everything Reservoir does and, as such, its M&A practice and its active songwriter business is committed to both catalog acquisition and expansion of the roster strategically, driven by the quality of the music.

Reservoir’s recorded music business is home to Chrysalis Records and Philly Groove Records representing artists like The Delfonics, Sinead O’Connor and Generation X. Its recorded music business contributed approximately $12 million to its revenues for the year ended March 31, 2021, representing approximately 15% of its revenues. Reservoir looks at its recorded music business as one that is poised for growth and ingestion of new master recordings through its M&A practice.

The mailing address of Reservoir’s principal executive office is 75 Varick Street, 9th Floor, New York, New York 10013, and its telephone number is (212) 675-0541.

See “Description of RHI’s Business,” “RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management of the Combined Company.”

The Business Combination and the Merger Agreement

On April 14, 2021, ROCC, Merger Sub and Reservoir entered into the Merger Agreement, pursuant to which a business combination between ROCC and Reservoir was effected through the merger of Merger Sub with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC (the “Surviving Subsidiary”).

Immediately prior to the Effective Time, each share of Reservoir Preferred Stock, 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 Reservoir Common Stock, at the then-effective conversion rate as calculated pursuant to Reservoir’s certificate of incorporation (the “Reservoir Preferred Stock Conversion”). All of the shares of Reservoir Preferred Stock converted into shares of Reservoir Common Stock pursuant to the Reservoir Preferred Stock Conversion are no longer outstanding and ceased to exist, and each holder of Reservoir Preferred Stock thereafter ceased to have any rights with respect to such shares of Reservoir Preferred Stock.

At the Effective Time and following the Reservoir Preferred Stock Conversion, by virtue of the Business Combination and without any action on the part of ROCC, Merger Sub, Reservoir or the holders of any of the securities thereof:

each share of Reservoir Common Stock (including Reservoir Common Stock resulting from the Company Preferred Stock Conversion) that was issued and outstanding immediately prior to the Effective Time (other than the shares of Reservoir Common Stock held in the treasury of Reservoir) was canceled and converted into the right to receive the number of shares of ROCC Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”);
each share of Reservoir Common Stock held in the treasury of Reservoir was cancelled without any conversion thereof and no payment or distribution will be 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 nonassessable share of common stock, par value $0.00001 per share, of the Surviving Subsidiary; and

each option to acquire a share of Reservoir Common Stock pursuant to the Reservoir Holdings, Inc. 2019 Long Term Incentive Plan, dated as of April 23, 2019 (a “Reservoir Option”), that was outstanding immediately prior to the Effective Time was converted into an option to purchase a number of shares of ROCC Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Reservoir Common Stock subject to such Reservoir Option immediately prior to the Effective Time and (y) the

7

Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Reservoir Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio; provided, however, that the exercise price and the number of shares of ROCC Common Stock purchasable pursuant to the Exchanged Options was determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of ROCC Common Stock purchasable pursuant to such option was determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided, further, that, except as specifically provided above, following the Effective Time, each Exchanged Option continued to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Reservoir Option immediately prior to the Effective Time.

For purposes of this “— The Business Combination and the Merger Agreement”:

“Effective Time Enterprise Valuation” means $637,462,160 plus (i) the amount of the purchase price paid or payable by Reservoir or its subsidiaries for each acquisition after February 15, 2021 and prior to the Effective Time (excluding any portion of each such purchase price consisting of earn-out or contingent payments) minus (ii) the aggregate amount of all indebtedness incurred by Reservoir or its subsidiaries in connection with such acquisitions not to exceed $150,000,000 in the aggregate.
“Exchange Ratio” means an amount equal to the quotient of the Total Consideration Share Amount divided by Reservoir’s fully diluted share count (inclusive of the Reservoir Common Stock, Reservoir Preferred Stock and options).
“Total Consideration” means the (i) Effective Time Enterprise Valuation plus (ii) the aggregate exercise prices that would be paid to Reservoir if all of the Reservoir Options that were outstanding as of immediately prior to the Effective Time were exercised in full immediately prior to the Effective Time minus (iii) the total amount of the Reservoir’s indebtedness (excluding any indebtedness incurred by Reservoir in connection with making certain interim acquisitions) as of the closing date of the Business Combination minus the cash held by Reservoir and its subsidiaries as of the closing date of the Business Combination.
“Total Consideration Share Amount” means a number of shares of ROCC Common Stock equal to (a) the Total Consideration divided by (b) $10.00.

Contemporaneously with the execution of the Merger Agreement, the holders of 100% of Reservoir Common Stock and the Reservoir Preferred Stock provided their unanimous written consent pursuant to which such holders approved the Reservoir Preferred Stock Conversion, the Merger Agreement, the Business Combination and the other transactions contemplated by the Merger Agreement, in accordance with applicable law and Reservoir’s organizational documents.

8

THE OFFERING

Issuer

    

Roth CH Acquisition II Co., renamed Reservoir Media, Inc. in connection with the Business Combination.

Shares that may be offered and sold from time to time by the Selling Stockholders named herein

59,714,705 shares of Common Stock.

ROCC Common Stock issued and outstanding prior to the consummation of the Business Combination and any exercise of warrants

14,650,000 shares of ROCC Common Stock.

RMI’s Common Stock issued and outstanding immediately following the consummation of the Business Combination (assuming no redemptions and excluding shares issuable upon exercise of outstanding warrants)(1)

74,364,705 shares of RMI’s Common Stock.

Use of proceeds

All of the shares of RMI’s Common Stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales.

Symbol on The Nasdaq Capital Market

“RSVR”.

Risk Factors

Investing in RMI’s Common Stock involves a high degree of risk. See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in RMI’s Common Stock.

(1) Represents the number of shares of ROCC Common Stock outstanding at the Closing assuming that none of ROCC’s public stockholders exercise their redemption rights in connection with the special meeting of the ROCC’s stockholders.

9

SELECTED HISTORICAL FINANCIAL INFORMATION OF RHI

The following tables set forth certain selected historical consolidated financial information of Reservoir as of and for the years ended March 31, 2021 and 2020. The selected historical consolidated financial information as of and for the years ended March 31, 2021 and 2020 has been derived from, and should be read together with, Reservoir’s consolidated financial statements, including the accompanying notes, as of such dates and for such years, contained elsewhere in this prospectus. Reservoir’s results of operations and financial condition presented below do not purport to be indicative of its results of operations or financial condition as of any future date or for any future period.

The selected historical consolidated financial information should be read in conjunction with “RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Reservoir’s consolidated financial statements, in each case, including the accompanying notes, contained elsewhere in this prospectus.

Year Ended

March 31,

(in thousands)

    

2021

    

2020

Income Statement Data:

 

  

 

  

Revenues

$

81,778

$

63,239

Total costs and expenses

 

62,107

 

47,761

Operating income

 

19,671

 

15,477

Income before income taxes

 

12,790

 

14,210

Income tax expense

 

2,454

 

4,199

Net income

 

10,336

 

10,011

Net (income) / loss attributable to noncontrolling interests

 

(47)

 

47

Net income attributable to Reservoir

 

10,289

 

10,058

Total comprehensive income

 

16,818

 

8,029

Total comprehensive income attributable to Reservoir

 

16,771

$

8,076

Cash Flow Data:

 

 

  

Net cash provided by operating activities

$

16,247

$

11,882

Net cash (used for) investing activities

 

(120,147)

 

(107,806)

Net cash provided by financing activities

 

47,220

 

147,030

As of

March 31,

(in thousands)

    

2021

    

2020

Balance Sheet Data:

 

  

 

  

Cash and cash equivalents

$

9,210

$

58,240

Total assets

 

463,944

 

396,591

Loans and secured notes payable

 

211,532

 

171,785

Total liabilities

 

267,959

 

225,499

Total shareholders’ equity

 

195,985

 

171,092

10

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating an investment in RMI’s Common Stock. The following risk factors apply to the business and operations of Reservoir and also apply to the business and operations of the Combined Company following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Business Combination. We may face additional risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.

Risks Related to Reservoir’s Business and Operations

Reservoir’s business, cash flows, financial condition and results of operations are expected to continue to be adversely impacted by the COVID-19 pandemic.

The COVID-19 pandemic has had and will have an adverse effect on Reservoir’s business, cash flows, financial condition and results of operations.

While physical revenue streams — physical revenue in Reservoir’s recorded music business (the “Recorded Music business”) and mechanical revenue in Reservoir’s music publishing business (the “Music Publishing business”) — have declined significantly over the last decade, the virus outbreak has resulted in declines in Reservoir’s physical revenue streams related to disruptions in manufacturing and physical supply chains, the mandated closure of physical retailers, the requirement that people stay in their homes and Reservoir’s decisions to delay the release of new recordings from artists with a more physical consumer base.

Stay at home orders, limited indoor and outdoor gatherings and other restrictions have negatively affected Reservoir’s business in other ways. The COVID-19 pandemic has suspended live concert tours, adversely impacting Reservoir’s concert promotion business and its sale of tour merchandise. It has made it more difficult for artists to engage in marketing efforts around the release of their new recordings which, in some cases, has led to Reservoir’s decisions to delay the release of those recordings. It has delayed the release of new recordings by impeding the types of collaboration among artists, songwriters, producers, musicians, engineers and studios which are necessary for the delivery of those recordings. The cessation or significant delay in the production of motion pictures and television programs has negatively affected licensing revenue in Reservoir’s Recorded Music business and synchronization revenue in Reservoir’s Music Publishing business.

It has been widely reported that advertisers have reduced their advertising spend as a result of the COVID-19 pandemic. Reservoir expects this will result in a corresponding decline in licensing revenue and, to a lesser extent, ad-supported digital revenue in its Recorded Music business and synchronization, performance and ad-supported digital revenue in its Music Publishing business.

The severity and the duration of the COVID-19 pandemic is difficult to predict but it is expected that the COVID-19 pandemic will continue to materially and adversely affect the global economy, creating risks around the timing and collectability of Reservoir’s accounts receivable and leading to a decline in consumer discretionary spending which, in turn, could have a negative impact on Reservoir’s business, cash flows, financial condition and results of operations. To the extent the COVID-19 pandemic adversely affects Reservoir’s business, cash flows, financial condition or results of operations, it may also have the effect of heightening other risks described in this section.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 virus and around the imposition or relaxation of protective measures, Reservoir cannot at this time reasonably estimate the impact to its future business, cash flows, financial condition and results of operations.

11

Reservoir may be unable to compete successfully in the highly competitive markets in which it operates and may suffer reduced profits as a result.

The industries in which Reservoir operates are highly competitive, have experienced ongoing consolidation among major music entertainment companies and are driven by consumer preferences that are rapidly changing. Furthermore, they require substantial human and capital resources. Reservoir competes with other recorded music companies and music publishing companies to identify and sign new recording artists and songwriters with the potential to achieve long-term success and to enter into and renew agreements with established recording artists and songwriters. In addition, Reservoir’s competitors may from time to time increase the amounts they spend to discover, or to market and promote, recording artists and songwriters or reduce the prices of their music in an effort to expand market share. Reservoir may lose business if it is unable to sign successful recording artists or songwriters or to match the prices of the music offered by its competitors. Reservoir’s Recorded Music business competes not only with other recorded music companies, but also with recording artists who may choose to distribute their own works (which has become more practicable as music is distributed online rather than physically) and companies in other industries (such as Spotify) that may choose to sign direct deals with recording artists or recorded music companies. Reservoir’s Music Publishing business competes not only with other music publishing companies, but also with songwriters who publish their own works and companies in other industries that may choose to sign direct deals with songwriters or music publishing companies. Reservoir’s Recorded Music business is to a large extent dependent on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments. For example, Reservoir’s Recorded Music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer file sharing, by an inability to enforce Reservoir’s intellectual property rights in digital environments and by a failure to further develop successful business models applicable to a digital environment. The Recorded Music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures and video games in physical and digital formats.

Reservoir’s prospects and financial results may be adversely affected if Reservoir fails to identify, sign and retain recording artists and songwriters and by the existence or absence of superstar releases.

Reservoir is dependent on identifying, signing and retaining recording artists with long-term potential, whose debut music is well received on release, whose subsequent music is anticipated by consumers and whose music will continue to generate sales as part of Reservoir’s catalog for years to come. The competition among record companies for such talent is intense. Competition among record companies to sell and otherwise market and promote music is also intense. Reservoir is also dependent on signing and retaining songwriters who will write the hit songs of today and the classics of tomorrow. Reservoir’s competitive position is dependent on its continuing ability to attract and develop recording artists and songwriters whose work can achieve a high degree of public acceptance and who can timely deliver their music to us. Reservoir’s prospects and financial results may be adversely affected if it is unable to identify, sign and retain such recording artists and songwriters under terms that are economically attractive to it. Reservoir’s prospects and financial results may also be affected by the existence or absence of superstar recording artist releases during a particular period. Some music entertainment industry observers believe that the number of superstar recording acts with long-term appeal, both in terms of catalog sales and future releases, has declined in recent years. Additionally, Reservoir’s prospects and financial results are generally affected by the appeal of its recorded music and music publishing catalogs to consumers.

Reservoir’s business operations in some foreign countries subject it to trends, developments or other events which may adversely affect its results of operations.

Reservoir is a global company with strong local presences, which have become increasingly important as the popularity of music originating from a country’s own language and culture has increased in recent years. Reservoir’s mix of national and international recording artists and songwriters is designed to provide a significant degree of diversification. However, Reservoir’s music does not necessarily enjoy universal appeal and, if it does not continue to appeal in various countries, Reservoir’s results of operations could be adversely impacted. As a result, Reservoir’s

12

results of operations can be affected not only by general industry trends, but also by trends, developments or other events in individual countries, including:

limited legal protection and enforcement of intellectual property rights;
restrictions on the repatriation of capital;
fluctuations in interest and foreign exchange rates;
differences and unexpected changes in regulatory environment, including environmental, health and safety, local planning, zoning and labor laws, rules and regulations;
varying tax regimes which could adversely affect Reservoir’s results of operations or cash flows, including regulations relating to transfer pricing and withholding taxes on remittances and other payments by subsidiaries and joint ventures;
exposure to different legal standards and enforcement mechanisms and the associated cost of compliance;
difficulties in attracting and retaining qualified management and employees or rationalizing Reservoir’s workforce;
tariffs, duties, export controls and other trade barriers;
global economic and retail environment;
longer accounts receivable settlement cycles and difficulties in collecting accounts receivable;
recessionary trends, inflation and instability of the financial markets;
higher interest rates; and
political instability.

Reservoir may not be able to insure or hedge against these risks, and it may not be able to ensure compliance with all of the applicable regulations without incurring additional costs, or at all. For example, Reservoir’s results of operations could be impacted by fluctuations of the U.S. dollar against most currencies. See “— Unfavorable currency exchange rate fluctuations could adversely affect Reservoir’s results of operations.” Furthermore, financing may not be available in countries with less than investment-grade sovereign credit ratings. As a result, it may be difficult to create or maintain profitable operations in various countries.

In addition, Reservoir’s results can be affected by trends, developments and other events in individual countries. There can be no assurance that in the future country-specific trends, developments or other events will not have a significant adverse effect on Reservoir’s business, cash flows, financial condition and results of operations. Unfavorable conditions can depress revenues in any given market and prompt promotional or other actions that adversely affect Reservoir’s margins.

Furthermore, under the terms of a withdrawal agreement between the United Kingdom and the European Union, the United Kingdom formally left the European Union on January 31, 2020 and, on January 1, 2021, the United Kingdom left the European Union’s Single Market and Customs Union, as well as all policies and international agreements of the European Union. On December 24, 2020, the European Commission reached a trade agreement with the United Kingdom on the terms of its future cooperation with the European Union (the “Brexit Trade Agreement”). Although we cannot predict the impact that the Brexit Trade Agreement will have on our business, it is possible that new terms, as well as the continued uncertainty related to Brexit, may cause increased economic volatility and uncertainty in the

13

European and global markets and could adversely affect our business, cash flows, financial condition and results of operations.

Unfavorable currency exchange rate fluctuations could adversely affect Reservoir’s results of operations.

As Reservoir continues to expand its international operations, Reservoir becomes increasingly exposed to the effects of fluctuations in currency exchange rates. The reporting currency for Reservoir’s consolidated financial statements is the U.S. dollar. Reservoir has substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars. To prepare Reservoir’s consolidated financial statements, Reservoir must translate those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable exchange rates. Consequently, increases and decreases in the value of the U.S. dollar versus other currencies will affect the amount of these items in Reservoir’s consolidated financial statements, even if their value has not changed in their original currency. These translations could result in significant changes to Reservoir’s results of operations from period to period. In addition, from time to time, Reservoir enters into foreign exchange contracts to hedge the risk of unfavorable foreign currency exchange rate movements.

Reservoir’s business may be adversely affected by competitive market conditions, and it may not be able to execute its business strategy.

Reservoir expects to increase revenues and cash flow through a business strategy which requires it, among other things, to continue to maximize the value of its music, to significantly reduce costs to maximize flexibility and adjust to new realities of the market, to continue to act to contain digital piracy and to diversify its revenue streams into growing segments of the music entertainment business by continuing to capitalize on digital distribution and emerging technologies, entering into expanded-rights deals with recording artists and by operating its artist services businesses.

Each of these initiatives requires sustained management focus, organization and coordination over significant periods of time. Each of these initiatives also requires success in building relationships with third parties and in anticipating and keeping up with technological developments and consumer preferences and may involve the implementation of new business models or distribution platforms. The results of Reservoir’s strategy and the success of Reservoir’s implementation of this strategy will not be known for some time in the future. If Reservoir is unable to implement its strategy successfully or properly react to changes in market conditions, its business, cash flows, financial condition and results of operations could be adversely affected.

Reservoir’s ability to operate effectively could be impaired if it fails to attract and retain its executive officers.

Reservoir competes with other music entertainment companies and other companies for top talent. Reservoir’s ability to successfully implement its business strategy and to operate profitably depends, in part, on its ability to retain key personnel. If key personnel become unable or unwilling to continue in their present positions, Reservoir’s business, cash flows, financial condition and results of operations could be materially adversely affected. Reservoir’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel.

Competition for these employees can be intense, and the Combined Company’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Reservoir may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect its business, including the execution of its business strategy. Any failure by Reservoir’s management team to perform as expected may have a material adverse effect on Reservoir’s business, cash flows, financial condition and results of operations.

Past performance by Reservoir’s management team and their affiliates may not be indicative of future performance of an investment in Reservoir.

Information regarding performance by, or businesses associated with, Reservoir’s management team or businesses associated with them is presented for informational purposes only. Past performance by Reservoir’s management team is not a guarantee of success with respect to any acquisition the Combined Company may consummate or strategy the Combined Company may implement. You should not rely on the historical record of the performance of Reservoir’s

14

management team or businesses associated with them as indicative of the Combined Company’s future performance of an investment in Reservoir or the returns it will, or is likely to, generate going forward.

Reservoir’s management team has limited experience in operating a public company.

Reservoir’s executive officers have limited experience in the management of a publicly traded company. Reservoir’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Reservoir’s management team’s limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of its management team’s time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. Reservoir may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair Reservoir’s ability to produce timely and accurate financial statements or to comply with applicable regulations and have a material adverse effect on its business, cash flows, financial condition and results of operations.

Reservoir’s management determined that material weaknesses existed in the internal controls over financial reporting while preparing its consolidated financial statements as of March 31, 2021 and 2020. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to an ineffective control environment due to improper segregation of duties and a lack of qualified personnel to address certain complex accounting transactions and an ineffective risk assessment process resulting in improper design of control activities to address certain risks of material misstatement. Because Reservoir did not identify and address gaps in qualified personnel, Reservoir’s management was unable to appropriately define responsibilities to carry out effective internal controls over financial reporting, resulting in design deficiencies and the absence of segregation of duties. While Reservoir has instituted plans to remediate these issues and continues to take remediation steps, including hiring additional personnel subsequent to March 31, 2021 and implementing new processes and controls in connection with financial reporting, Reservoir continued to have a limited number of personnel with the level of GAAP accounting knowledge, specifically related to complex accounting transactions, commensurate with its financial reporting requirements. Although Reservoir believes the hiring of additional accounting resources and implementation of processes and controls to better identify and manage segregation of duties will remediate the weakness with respect to insufficient personnel, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If Reservoir is unable to remediate the material weaknesses, its ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected, which, in turn, have a material adverse effect on its business, cash flows, financial condition and results of operations.

Reservoir’s independent registered public accounting firm is not required to formally attest to the effectiveness of Reservoir’s internal controls over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, Reservoir’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Reservoir’s internal controls over financial reporting are documented, designed or operating. Any failure to implement and maintain effective internal controls over financial reporting also could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of Reservoir’s internal controls over financial reporting that it will eventually be required to include in its periodic reports that are filed with the SEC.

15

Reservoir has been operating as a private company. Following the consummation of the Business Combination, management of the Combined Company will have significant requirements for enhanced financial reporting and internal controls as a public company. As a result, matters impacting Reservoir’s internal controls over financial reporting may cause it to be unable to report its consolidated financial information on a timely basis and thereby subject it to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, which may result in a breach of the covenants under the New Senior Credit Facility or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in the Combined Company and the reliability of its consolidated financial statements. Confidence in the reliability of Reservoir’s consolidated financial statements also could suffer if Reservoir or its independent registered public accounting firm continue to report a material weakness in its internal controls over financial reporting. This could materially adversely affect Reservoir’s business, cash flows, financial condition and results of operations and lead to a decline in the market price of the Combined Company’s common stock.

A significant portion of Reservoir’s revenues are subject to rate regulation either by government entities or by local third-party collecting societies throughout the world and rates on other income streams may be set by governmental proceedings, which may limit Reservoir’s profitability.

Mechanical royalties and performance royalties are two of the main sources of income to Reservoir’s Music Publishing business and mechanical royalties are a significant expense to Reservoir’s Recorded Music business. In the United States, mechanical royalty rates are set every five years pursuant to an administrative process under the U.S. Copyright Act, unless rates are determined through industry negotiations, and performance royalty rates are determined by negotiations with performing rights societies, the largest of which, the American Society of Composers, Authors and Publishers (the “ASCAP”) and Broadcast Music, Inc. (the “BMI”), are subject to a consent decree rate-setting process if negotiations are unsuccessful. In June 2019, the Antitrust Division of the Department of Justice opened a review of its consent decrees with ASCAP and BMI to determine whether the decrees should be maintained in their current form, modified or terminated. Outside the United States, mechanical and performance royalty rates are typically negotiated on an industry-wide basis. In most territories outside the United States, mechanical royalties are based on a percentage of wholesale prices for physical product and based on a percentage of consumer prices for digital formats. The mechanical and performance royalty rates set pursuant to such processes may adversely affect Reservoir by limiting its ability to increase the profitability of its Music Publishing business. If the mechanical and performance royalty rates are set too high it may also adversely affect Reservoir by limiting its ability to increase the profitability of its Recorded Music business. In addition, rates Reservoir’s Recorded Music business receives in the United States for webcasting and satellite radio are set every five years by an administrative process under the U.S. Copyright Act unless rates are determined through industry negotiations. It is important as revenues continue to shift from physical to diversified distribution channels that Reservoir receives fair value for all of the uses of its intellectual property as its business model now depends upon multiple revenue streams from multiple sources. The rates set for recorded music and music publishing income sources through collecting societies or legally prescribed rate-setting processes could have a material adverse impact on Reservoir’s business prospects.

Reservoir may not have full control and ability to direct the operations it conducts through joint ventures.

Reservoir currently has interests in a number of joint ventures and may in the future enter into further joint ventures as a means of conducting its business. In addition, Reservoir structures certain of its relationships with recording artists and songwriters as joint ventures. Reservoir may not be able to fully control the operations and the assets of its joint ventures, and it may not be able to make major decisions or may not be able to take timely actions with respect to its joint ventures unless its joint venture partners agree.

As part of its growth strategy, Reservoir intends to acquire, combine with or invest in other businesses and will face risks inherent in such transactions.

Reservoir has in the past engaged, and will continue from time to time in the future to engage, in opportunistic strategic acquisitions or other transactions, which could involve, in addition to acquisitions, combinations or dispositions of businesses or assets, or strategic alliances or joint ventures with companies engaged in music entertainment, entertainment or other businesses. Any such combination could be material, be difficult to implement, disrupt

16

Reservoir’s business or change its business profile, focus or strategy significantly. In addition, to the extent Reservoir seeks to grow its business through acquisitions, Reservoir may not be able to successfully identify attractive acquisition opportunities or consummate any such acquisitions if it cannot reach an agreement on commercially favorable terms, if it lacks sufficient resources to finance the transaction on its own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. Furthermore, competition for acquisitions in the markets in which Reservoir operates has increased during recent years, and may continue to increase in the future, which may result in an increase in the costs of acquisitions or may cause Reservoir to refrain from making certain acquisitions. Reservoir may not be able to complete future acquisitions on favorable terms, if at all.

If Reservoir does complete future acquisitions, there can be no assurance that they will ultimately strengthen its competitive position or that they will be viewed positively by customers, financial markets or investors. Furthermore, future acquisitions could pose numerous additional risks to Reservoir’s business, cash flows, financial condition and results of operations, including:

potential disruption of Reservoir’s ongoing business and distraction of management;
potential loss of recording artists or songwriters from Reservoir’s rosters;
difficulty integrating the acquired businesses or segregating assets to be disposed of;
exposure to unknown and/or contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any businesses Reservoir may acquire;
reputational or other damages to Reservoir’s business as a result of a failure to consummate such a transaction for, among other reasons, failure to gain antitrust approval;
changing Reservoir’s business profile in ways that could have unintended consequences and challenges in achieving strategic objectives, cost savings and other anticipated benefits;
difficulty in maintaining controls, procedures and policies during the transition and integration;
challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and
use of substantial portions of Reservoir’s available cash or the incurrence of debt to consummate the acquisition.

If Reservoir enters into significant transactions in the future, related accounting charges may affect its financial condition and results of operations, particularly in the case of any acquisitions. In addition, the financing of any significant acquisition may result in changes in Reservoir’s capital structure, including the incurrence of additional indebtedness, which may be substantial. Conversely, any material disposition could reduce Reservoir’s indebtedness or require the amendment or refinancing of its outstanding indebtedness or a portion thereof. Reservoir may not be successful in addressing these risks or any other problems encountered in connection with any strategic or transformative transactions. Reservoir cannot assure you that if it makes any future acquisitions, investments, strategic alliances or joint ventures or enters into any business combination that they will be completed in a timely manner, or at all, that they will be structured or financed in a way that will enhance Reservoir’s creditworthiness or that they will meet its strategic objectives or otherwise be successful. Reservoir also may not be successful in implementing appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these transactions. Failure to effectively manage any of these transactions could result in material increases in costs or reductions in expected revenues, or both. In addition, if any new business in which Reservoir invests or which it attempts to develop does not progress as planned, Reservoir may not recover the funds and resources it has expended and this could have a negative impact on its businesses or Reservoir’s and its subsidiaries as a whole.

17

The enactment of legislation limiting the terms by which an individual can be bound under a “personal services” contract could impair Reservoir’s ability to retain the services of key artists.

California Labor Code Section 2855 (“Section 2855”) limits the duration of time any individual can be bound under a contract for “personal services” to a maximum of seven years. In 1987, subsection (b) was added to Section 2855, which provides a limited exception to Section 2855 for recording contracts, creating a damages remedy for record companies. Such legislation could result in certain of Reservoir’s existing contracts with artists being declared unenforceable, or may restrict the terms under which Reservoir enters into contracts with artists in the future, either of which could adversely affect Reservoir’s results of operations. There is no assurance that California will not introduce legislation in the future seeking to repeal subsection (b) of Section 2855. The repeal of subsection (b) of Section 2855 and/or the passage of legislation similar to Section 2855 by other states could materially adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

If Reservoir’s recording artists and songwriters are characterized as employees, Reservoir would be subject to employment and withholding liabilities.

Although Reservoir believes that the recording artists and songwriters with which it partners are properly characterized as independent contractors, tax or other regulatory authorities may in the future challenge Reservoir’s characterization of these relationships. Reservoir is aware of a number of judicial decisions and legislative proposals that could bring about major reforms in worker classification, including the California legislature’s recent passage of California Assembly Bill 5 (“AB 5”). AB 5 purports to codify a new test for determining worker classification that is widely viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships. Given AB 5’s recent passage, there is no guidance from the regulatory authorities charged with its enforcement, and there is a significant degree of uncertainty regarding its application. In addition, AB 5 has been the subject of widespread national discussion and it is possible that other jurisdictions may enact similar laws. If such regulatory authorities or state, federal or foreign courts were to determine that Reservoir’s recording artists and songwriters are employees, and not independent contractors, Reservoir would be required to withhold income taxes, to withhold and pay Social Security, Medicare and similar taxes and to pay unemployment and other related payroll taxes. Reservoir would also be liable for unpaid past taxes and subject to penalties. As a result, any determination that Reservoir’s recording artists and songwriters are its employees could have a material adverse effect on its business, cash flows, financial condition and results of operations.

If streaming adoption or revenues grows less rapidly or levels off, Reservoir’s prospects, business, cash flows, financial condition and results of operations may be adversely affected.

Streaming revenues are important because they have offset declines in downloads and physical sales and represent a growing area of Reservoir’s Recorded Music business. According to the International Federation of the Phonographic Industry (the “IFPI”), streaming revenues, which includes revenues from ad-supported and subscription services, accounted for approximately 88% of digital revenues in 2019, up approximately 5% year-over-year. There can be no assurance that this growth pattern will persist or that digital revenues will continue to grow at a rate sufficient to offset and exceed declines in downloads and physical sales. If growth in streaming revenues levels off or fails to grow as quickly as it has over the past several years, Reservoir’s Recorded Music business may experience reduced levels of revenues and operating income. Additionally, slower growth in streaming adoption or revenues is also likely to have a negative impact on Reservoir’s Music Publishing business, which generates a significant portion of its revenues from sales and other uses of recorded music.

Reservoir is substantially dependent on a limited number of digital music services for the online distribution and marketing of its music, and they are able to significantly influence the pricing structure for online music stores and may not correctly calculate royalties under license agreements.

Reservoir derives an increasing portion of its revenues from the licensing of music through digital distribution channels. Reservoir is currently dependent on a small number of leading digital music services. Reservoir has limited ability to increase its wholesale prices to digital music services as a small number of digital music services control much of the legitimate digital music business. If these services were to adopt a lower pricing model or if there were structural

18

changes to other pricing models, Reservoir could receive substantially less for its music, which could cause a material reduction in Reservoir’s revenues, unless offset by a corresponding increase in the number of transactions. Reservoir currently enters into short-term license agreements with many digital music services and provides its music on an at-will basis to others. There can be no assurance that Reservoir will be able to renew or enter into new license agreements with any digital music service. The terms of these license agreements, including the royalty rates that Reservoir receives pursuant to them, may change as a result of changes in its bargaining power, changes in the industry, changes in the law, or for other reasons. Decreases in royalty rates, rates of revenue sharing or changes to other terms of these license agreements may materially impact Reservoir’s business, operating results and financial condition. Digital music services generally accept and make available all of the music that Reservoir delivers to them. However, if digital music services in the future decide to limit the types or amount of music they will accept from music entertainment companies like Reservoir, Reservoir’s revenues could be significantly reduced. See “Description of RHI’s Business — Recorded Music — Sales and Digital Distribution.”

Reservoir is also substantially dependent on a limited number of digital music services for the marketing of its music. A significant proportion of the music streamed on digital music services is from playlists curated by those services or generated from those services’ algorithms. If these services were to fail to include Reservoir’s music on playlists, change the position of its music on playlists or give Reservoir less marketing space, it could adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Under Reservoir’s license agreements and relevant statutes, Reservoir receives royalties from digital music services in order to stream or otherwise offer its music. The determination of the amount and timing of such payments is complex and subject to a number of variables, including the revenue generated, the type of music offered and the country in which it is sold, identification of the appropriate licensor, and the service tier on which music is made available. As a result, Reservoir may not be paid appropriately for its music. Failure to be accurately paid its royalties may adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Because Reservoir’s success depends substantially on its ability to maintain a professional reputation, adverse publicity concerning Reservoir or its artists, songwriters or key personnel could adversely affect its business.

Reservoir’s professional reputation is essential to its continued success and any decrease in the quality of its reputation could impair its ability to, among other things, recruit and retain qualified and experienced key personnel, retain or attract artists and songwriters and/or enter into licensing or other contractual arrangements. Reservoir’s overall reputation may be negatively impacted by a number of factors, including negative publicity concerning Reservoir or its artists, songwriters or key personnel. Any adverse publicity relating to Reservoir or such individuals or entities that we employ or represent, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, could result in significant media attention, even if not directly relating to or involving Reservoir, and could have a negative impact on its professional reputation. This could result in termination of licensing or other contractual relationships or Reservoir’s ability to attract and retain artists, songwriters or key personnel, all of which could adversely affect Reservoir business, cash flows, financial condition and results of operations.

Because the Combined Company became a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s stockholders may face additional risks and uncertainties.

Because the Combined Company became a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of the Combined Company’s common stock, and, accordingly, the Combined Company’s stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Although ROCC performed a due diligence review and investigation of Reservoir in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.

19

In addition, because the Combined Company did not become a public reporting company by means of at traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s common stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s common stock. See “— Risks Related to the Combined Company’s Common Stock — If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The unaudited pro forma condensed combined financial information contained in this prospectus may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.

The unaudited pro forma condensed combined financial information contained in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed combined financial information was based upon available information and certain estimates and assumptions that ROCC and Reservoir believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.

As a result of the Business Combination, the Combined Company became subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that the Combined Company file annual, quarterly and current reports with respect to its business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that the Combined Company establish and maintain effective internal control over financial reporting. As a result, the Combined Company will incur significant legal, accounting and other expenses that it did not previously incur. The Combined Company’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Combined Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations. The Combined Company has made, and will continue to make, changes to its internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet its reporting obligations as a public company. However, the measures the Combined Company takes may not be sufficient to satisfy its obligations as a public company. If the Combined Company does not continue to develop and implement the right processes and tools to manage its changing enterprise and maintain its culture, its ability to compete successfully and achieve its business objectives could be impaired, which could negatively impact its business, financial condition, cash flows and results of operations. In addition, the Combined Company cannot predict or estimate the amount of additional costs it may incur to comply with these requirements. The Combined Company anticipates that these costs will materially increase its general and administrative expenses.

These rules and regulations result in the Combined Company’s incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, the Combined Company expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Combined Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Combined Company to attract

20

and retain qualified people to serve on the Combined Company’s board of directors, or committees thereof, or as executive officers of the Combined Company.

As a public reporting company, the Combined Company is subject to rules and regulations established from time to time by the SEC regarding its internal control over financial reporting. If the Combined Company fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report its financial results or report them in a timely manner.

Upon consummation of the Business Combination, the Combined Company became a public reporting company subject to the rules and regulations established from time to time by the SEC and Nasdaq. These rules and regulations will require, among other things, that the Combined Company establish and periodically evaluate procedures with respect to its internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on the Combined Company’s financial and management systems, processes and controls, as well as on its personnel. In addition, as a public company, the Combined Company is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting.

The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists the Combined Company’s common stock, the Combined Company could face significant material adverse consequences, including:

a limited availability of market quotations for the Combined Company’s common stock;
a limited amount of news and analyst coverage for the Combined Company; and
a decreased ability to issue additional securities or obtain additional financing in the future.

The Combined Company’s substantial indebtedness could adversely affect its business, cash flows, financial condition and results of operations.

The Combined Company entered into the New Senior Credit Facility in an aggregate amount of up to a $248,750,000 that is expected to mature in October 2024.

The Combined Company’s substantial indebtedness could:

require the Combined Company to dedicate a substantial portion of cash flow from operations to payments in respect of its indebtedness, thereby reducing the availability of cash flow to fund working capital, potential acquisition opportunities and other general corporate purposes;
increase the amount of interest that the Combined Company has to pay, because some of its borrowings are at variable rates of interest, which will result in higher interest payments if interest rates increase and, if and when the Combined Company is required to refinance any of its indebtedness, an increase in interest rates would also result in higher interest costs;
increase its vulnerability to adverse general economic or industry conditions;
require refinancing, which the Combined Company may not be able to do on reasonable terms;
limit its flexibility in planning for, or reacting to, competition and/or changes in its business or the industry in which it operates;

21

limit its ability to borrow additional funds;
restrict the Combined Company from making strategic acquisitions or necessary divestitures or otherwise exploiting business opportunities; and
place the Combined Company at a competitive disadvantage compared to its competitors that have less debt and/or more financial resources.

In addition, despite the Combined Company’s anticipated levels of indebtedness, it may be able to incur substantially more indebtedness under the New Senior Credit Facility, which may increase the risks created by its indebtedness and could have a material adverse effect on its business, cash flows, financial condition and results of operations.

The Combined Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy obligations under its indebtedness, which may not be successful.

The Combined Company’s ability to make scheduled payments on or to refinance its debt obligations will depend on its future operating performance and on economic, financial, competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which the Combined Company and its subsidiaries may be subject. Many of these factors may be beyond the Combined Company’s control. The Combined Company cannot assure you that its business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to the Combined Company in an amount sufficient to enable it to satisfy its obligations under its indebtedness or to fund its other needs. If the cash flows and capital resources of the Combined Company are insufficient to service its indebtedness, it may be forced to reduce or delay acquisitions, sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures may not be successful and may not permit the Combined Company to meet its scheduled debt service obligations. The Combined Company’s ability to restructure or refinance its indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of its indebtedness could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict the business operations of the Combined Company. In addition, the terms of the New Senior Credit Facility or any future debt agreements may restrict the Combined Company from adopting some of these alternatives. In the absence of such operating results and resources, the Combined Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The Combined Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that the Combined Company could realize from any such dispositions may not be adequate to meet its debt service obligations then due. The Combined Company’s inability to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

Provisions in the Charter and Delaware law may have the effect of discouraging lawsuits against the Combined Company’s directors and officers.

The Charter requires that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Combined Company, (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of the Combined Company’s directors, officers or stockholders to the Combined Company or its stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to the Delaware General Corporation Law, the Charter or the amended and restated bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine. In addition, subject to the provisions of the preceding sentence, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. If any action the subject matter of which is within the scope of the first sentence of this paragraph is filed in a court other than the courts in the State of Delaware (a “foreign

22

action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the first sentence of this paragraph and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Combined Company’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Charter. This forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine this forum selection clause to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs in conjunction with its efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on the Combined Company’s business, cash flows, financial condition and results of operations and result in a diversion of the time and resources of the Combined Company’s management and board of directors.

Anti-takeover provisions contained in the Charter and the amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Charter and the amended and restated bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. The Combined Company is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for the Combined Company’s common stock.

Risks Related to Intellectual Property and Data Security

Failure to obtain, maintain, protect and enforce Reservoir’s intellectual property rights could substantially harm its business, operating results and financial condition.

The success of Reservoir’s business depends on its ability to obtain, maintain, protect and enforce its trademarks, copyrights and other intellectual property rights. The measures that Reservoir takes to obtain, maintain, protect and enforce its intellectual property rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time- consuming and, despite such measures, third parties may be able to obtain and use Reservoir’s intellectual property rights without its permission. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect Reservoir’s ability to obtain, maintain, protect or enforce its intellectual property rights. Failure to obtain, maintain, protect or enforce Reservoir’s intellectual property rights could harm its brand or brand recognition and adversely affect Reservoir’s business, financial condition and results of operation.

Reservoir also in-licenses certain major trademarks for certain wholly-owned subsidiaries from third parties pursuant to perpetual, royalty-free license agreements that may be terminated by the licensor under certain circumstances, including Reservoir’s material breach of the terms of such license agreements. Upon any such termination, Reservoir may be required to either negotiate a new or reinstated agreement with less favorable terms or otherwise lose its rights to use the licensed trademarks.

Reservoir’s involvement in intellectual property litigation could adversely affect its business, cash flows, financial condition and results of operations.

Reservoir’s business is highly dependent upon intellectual property, an area that has encountered increased litigation in recent years. If Reservoir is alleged to infringe, misappropriate or otherwise violate the intellectual property rights of a third party, any litigation to defend the claim could be costly and would divert the time and resources of management, regardless of the merits of the claim and whether the claim is settled out of court or determined in Reservoir’s favor. There can be no assurance that Reservoir would prevail in any such litigation. If Reservoir were to lose a litigation relating to intellectual property, it could be forced to pay monetary damages and to cease using certain intellectual

23

property or technologies. Any of the foregoing may adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Assertions or allegations, even if not true, that Reservoir has infringed or violated intellectual property rights could harm its reputation and business, cash flows, financial condition and results of operations.

Third parties, including artists, copyright owners and other online music platforms, have asserted, and may in the future assert, that Reservoir has infringed, misappropriated or otherwise violated their copyright or other intellectual property rights. As Reservoir faces increasing competition globally, the possibility of intellectual property rights claims against it grows.

Reservoir also sublicenses some of its licensed music content to other platforms. Reservoir’s agreements with such third-party platforms typically require them to comply with the terms of the license and applicable copyright laws and regulations. However, there is no guarantee that the third-party platforms to which Reservoir sublicenses its content will comply with the terms of its license arrangements or all applicable copyright laws and regulations. In the event of any breach or violation by such platforms, Reservoir may be held liable to the copyright owners for damages and be subject to legal proceedings as a result, in which case its reputation and business, cash flows, financial condition and results of operations may be materially and adversely affected.

In addition, music, internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Other companies in these industries may have larger intellectual property portfolios than Reservoir does, which could make it a target for litigation as it may not be able to assert counterclaims against parties that sue Reservoir for intellectual property infringement. Furthermore, from time to time, Reservoir may introduce new products and services, which could increase its exposure to intellectual property claims. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm Reservoir’s reputation and/or business, cash flows, financial condition and results of operations.

Digital piracy could adversely impact Reservoir’s business, cash flows, financial condition and results of operations.

A substantial portion of Reservoir’s revenue comes from the distribution of music which is potentially subject to unauthorized consumer copying and widespread digital dissemination without an economic return to Reservoir, including as a result of “stream-ripping.” In its Music Listening 2019 report, the IFPI surveyed 34,000 Internet users to examine the ways in which music consumers aged 16 to 64 engage with recorded music across 21 countries. Of those surveyed, 23% used illegal stream-ripping services, the leading form of music piracy. Organized industrial piracy may also lead to decreased revenues. The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but Reservoir believes that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues. If Reservoir fails to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in its favor (or if judicial decisions are not in its favor), if Reservoir is unsuccessful in its efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if Reservoir fails to develop effective means of protecting and enforcing its intellectual property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or Reservoir’s music entertainment-related products or services, its results of operations, financial position and prospects may suffer.

If Reservoir or its service providers do not maintain the security of information relating to its customers, employees and vendors and its music, security information breaches through cyber security attacks or otherwise could damage its reputation with customers, employees, vendors and artists, and it could incur substantial additional costs, become subject to litigation and its results of operations and financial condition could be adversely affected.

Reservoir receives certain personal information about its customers and potential customers, and it also receives personal information concerning Reservoir’s employees, artists and vendors. In addition, Reservoir’s online operations depend upon the secure transmission of confidential information over public networks.

24

Reservoir maintains security measures with respect to such information, but despite these measures, is vulnerable to security breaches by computer hackers and others that attempt to penetrate the security measures that Reservoir has in place. A compromise of its security systems (through cyber-attacks, which are rapidly evolving and sophisticated or otherwise) that results in personal information being obtained by unauthorized persons or other bad acts could adversely affect Reservoir’s reputation with its customers, potential customers, employees, artists and vendors, as well as Reservoir’s business, cash flows, financial condition and results of operations, and could result in litigation against Reservoir or the imposition of governmental penalties. Unauthorized persons have also attempted to redirect payments to or from Reservoir. If any such attempt were successful, Reservoir could lose and fail to recover the redirected funds, which loss could be material. Reservoir may also be subject to cyber-attacks that target its music, including not-yet- released music. The theft and premature release of this music may adversely affect Reservoir’s reputation with current and potential artists and adversely impact its business, cash flows, financial condition and results of operations. In addition, a security breach could require that Reservoir expend significant additional resources related to its information security systems and could result in a disruption of its business operations.

Reservoir increasingly relies on third-party data storage providers, including cloud storage solution providers, resulting in less direct control over its data. Such third parties may also be vulnerable to security breaches and compromised security systems, which could adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Evolving laws and regulations concerning data privacy may result in increased regulation and different industry standards, which could increase the costs of operations or limit Reservoir’s activities.

Reservoir engages in a wide array of online activities and is thus subject to a broad range of related laws and regulations including, for example, those relating to privacy, consumer protection, data retention and data protection, online behavioral advertising, geo-location tracking, text messaging, e-mail advertising, mobile advertising, content regulation, defamation, age verification, the protection of children online, social media and other Internet, mobile and online-related prohibitions and restrictions. The regulatory framework for privacy and data security issues worldwide has become increasingly burdensome and complex and is likely to continue to be so for the foreseeable future. Practices regarding the collection, use, storage, transmission, security and disclosure of personal information by companies operating over the Internet and mobile platforms are receiving ever-increasing public and governmental scrutiny. The U.S. government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for even greater regulation for the collection of information concerning consumer behavior on the Internet and mobile platforms, including regulation aimed at restricting certain targeted advertising practices, the use of location data and disclosures of privacy practices in the online and mobile environments, including with respect to online and mobile applications. State governments are engaged in similar legislative and regulatory activities. In addition, privacy and data security laws and regulations around the world are being implemented rapidly and evolving. These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018 and the California Consumer Privacy Act effective on January 1, 2020) are likely to result in greater compliance burdens for companies with global operations. Globally, many government and consumer agencies have also called for new regulation and changes in industry practices with respect to information collected from consumers, electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.

The Federal Trade Commission adopted certain revisions to its rule promulgated pursuant to the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”), effective as of July 1, 2013, that may impose greater compliance burdens on Reservoir. COPPA imposes a number of obligations, such as obtaining verifiable parental permission on operators of websites, apps and other online services to the extent they collect certain information from children who are under 13 years of age. The changes broaden the applicability of COPPA, including by expanding the definition of “personal information” subject to the rule’s parental consent and other obligations.

Reservoir’s business, including its ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted or implemented in a manner that is inconsistent with its current business practices and that require changes to these practices. Therefore, Reservoir’s business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the collection, use or disclosure of customer data, or regarding the manner in which the express or implied consent of consumers for such collection, use and disclosure is

25

obtained. Such changes may require Reservoir to modify its operations, possibly in a material manner, and may limit its ability to develop new products, services, mechanisms, platforms and features that make use of data regarding Reservoir’s customers and potential customers. Any actual or alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose Reservoir to potential liability, fines and may require it to expend significant resources in responding to and defending such allegations and claims, regardless of merit. Claims or allegations that Reservoir has violated laws and regulations relating to privacy and data security could also result in negative publicity and a loss of confidence in Reservoir.

Reservoir faces a potential loss of catalog to the extent that its recording artists have a right to recapture rights in their recordings under the U.S. Copyright Act.

The U.S. Copyright Act provides authors (or their heirs) a right to terminate U.S. licenses or assignments of rights in their copyrighted works in certain circumstances. This right does not apply to works that are “works made for hire.” Since the enactment of the Sound Recordings Act of 1971, as amended, which first accorded federal copyright protection for sound recordings in the United States, virtually all of Reservoir’s agreements with recording artists provide that such recording artists render services under a work-made-for-hire relationship. A termination right exists under the U.S. Copyright Act for U.S. rights in musical compositions that are not “works made for hire.” If any of Reservoir’s commercially available sound recordings were determined not to be “works made for hire,” then the recording artists (or their heirs) could have the right to terminate the U.S. federal copyright rights they granted to Reservoir, generally during a five-year period starting at the end of 35 years from the date of release of a recording under a post-1977 license or assignment (or, in the case of a pre-1978 grant in a pre-1978 recording, generally during a five-year period starting at the end of 56 years from the date of copyright). A termination of U.S. federal copyright rights could have an adverse effect on Reservoir’s Recorded Music business. From time to time, authors (or their heirs) have the opportunity to terminate Reservoir’s U.S. rights in musical compositions. Reservoir believes the effect of any potential terminations is already reflected in the financial results of its business.

Risks Related to the Combined Company’s Common Stock

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the consummation of the Business Combination, the market price of Combined Company’s common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

the impact of the COVID-19 pandemic on the Combined Company’s business, financial condition and results of operations; the Combined Company’s quarterly or annual earnings or those of other companies in its industry compared to market expectations;
the size of the Combined Company’s public float;
the inability to obtain or maintain the listing of the Combined Company’s common stock on Nasdaq;
the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the Combined Company’s ability to grow and manage growth profitably and retain its key employees;
coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations;
changes in accounting standards, policies, guidance, interpretations or principles;
changes in senior management or key personnel;

26

changes in applicable laws or regulations;
risks relating to the uncertainty of the Combined Company’s projected financial information;
risks related to the organic and inorganic growth of the Combined Company’s business and the timing of expected business milestones; and
changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Combined Company’s common stock, regardless of the Combined Company’s actual operating performance.

Volatility in the Combined Company’s stock price could subject the Combined Company to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The trading market for the Combined Company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade the Combined Company’s common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s common stock would be your sole source of gain on an investment in the Combined Company’s common stock for the foreseeable future.

The future sales of shares by the Combined Company’s stockholders and future exercise of registration rights may adversely affect the market price of the Combined Company’s common stock.

Sales of a substantial number of shares of the Combined Company’s common stock in the public market could occur at any time. If the Combined Company’s stockholders sell, or the market perceives that the Combined Company’s stockholders intend to sell, substantial amounts of the Combined Company’s common stock in the public market, the market price of the Combined Company’s common stock could decline.

The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of the majority of these securities are entitled to make up to three demands that ROCC register such securities. The holders of the majority of the Founder Shares, the Private Units and

27

any working capital loans made to ROCC are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The presence of these additional Founder Shares trading in the public market may have an adverse effect on the market price of the Combined Company’s common stock.

The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the Combined Company’s common stock less attractive to investors.

Following the consummation of the Business Combination, the Combined Company will be an emerging growth company, as defined in the JOBS Act. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (i)(x) December 15, 2025, (y) the date on which the Combined Company has total annual gross revenue of at least $1.07 billion or (z) the date on which the Combined Company is deemed to be a large accelerated filer, which means the market value of shares of the Combined Company’s common stock that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this prospectus and the Combined Company’s periodic reports and proxy statements.

The Combined Company cannot predict if investors will find the Combined Company’s common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the Combined Company’s common stock and its market price may be more volatile.

28

USE OF PROCEEDS

We are filing the registration statement of which this prospectus is a part to permit holders of RMI's Common Stock set forth under “Selling Stockholders” to resell such RMI's Common Stock. We will not receive any proceeds from the sale of the RMI’s Common Stock by the Selling Stockholders.

29

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Reservoir and ROCC, adjusted to give effect to the consummation of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The unaudited pro forma condensed combined balance sheet as of March 31, 2021 combines the historical balance sheet of Reservoir and the historical balance sheet of ROCC on a pro forma basis as if the Business Combination and the PIPE Investment had been consummated on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 combine the derived historical results of operations of Reservoir and historical statements of operations of ROCC for such periods on a pro forma basis as if the Business Combination and the PIPE Investment had been consummated on January 1, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been prepared from and should be read in conjunction with:

the accompanying notes to the unaudited pro forma condensed combined financial statements;
the historical audited consolidated financial statements of Reservoir as of and for the years ended March 31, 2021 and 2020 and the related notes, contained elsewhere in this prospectus;
the historical unaudited condensed financial statements of ROCC as of and for the three months ended March 31, 2021 and the related notes, contained elsewhere in this prospectus;
the audited financial statements of ROCC as of and for the year ended December 31, 2020 and the related notes, contained elsewhere in this prospectus; and
other information relating to Reservoir and ROCC contained elsewhere in this prospectus;

Pursuant to the ROCC’s amended and restated certificate of incorporation, ROCC provided the holders of the Public Shares with the opportunity to have their Public Shares redeemed at the consummation of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of the then outstanding Public Shares, subject to the limitations described in this prospectus.

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Reservoir is treated as the acquirer and ROCC is treated as the acquired company for financial statement reporting purposes. Reservoir was determined to be the accounting acquirer primarily based on the fact, that subsequent to the consummation of the Business Combination, the Reservoir stockholders will have a majority of the voting power of the Combined Company, Reservoir will comprise all of the ongoing operations of the Combined Company, Reservoir will control a majority of the governing body of the Combined Company, and Reservoir’s senior management will comprise all of the senior management of the Combined Company.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of the Public Shares:

·

Assuming No Redemptions:   This “minimum scenario” presentation assumes that none of the 11,063,863 Public Shares outstanding as of the Record Date are redeemed by the ROCC stockholders.

30

·

Assuming Maximum Redemptions:   This “maximum scenario” presentation assumes that the ROCC’s stockholders redeem 10,635,694 of the 11,063,863 Public Shares outstanding as of the Record Date for an aggregate redemption payment of approximately $110.6 million from the Trust Account, which is derived from the number of the Public Shares that could be redeemed in connection with the Business Combination at an assumed redemption price of $10.40 per share based on the Trust Account balance as of March 31, 2021 while providing for a minimum net tangible asset value of $5,000,000 upon the consummation of the Business Combination and the PIPE Investment on March 31, 2021.

As of 5:00 p.m., Eastern time, on July 22, 2021, holders of 76,700 Public Shares properly exercised their right to have their Public Shares redeemed in connection with the consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and the PIPE Investment taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company.

31

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF MARCH 31, 2021

(in dollars)

Historical

Historical

Reservoir

Roth CH

Scenario 1 (Assuming No

Scenario 2 (Assuming

Holdings, Inc.

Acquisition II Co.

Additional Redemption into Cash)

Maximum Redemption into Cash)

    

March 31,

    

March 31,

    

Transaction

    

    

Pro Forma

    

Transaction

    

    

Pro Forma

2021

2021

Accounting

Combined

Accounting

Combined

(A)

(B)

Adjustments

Note

Company

Adjustments

Note

Company

ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Current Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

9,209,920

$

549,040

$

$

269,006,781

$

 

  

 

$

158,444,930

Cash and cash equivalents

 

 

 

115,012,821

5(c)1

 

 

115,012,821

 

5(c)1

 

Cash and cash equivalents

 

 

 

 

 

(110,561,851)

 

5(c)2

 

Cash and cash equivalents

 

 

 

144,235,000

5(d)

 

 

144,235,000

 

5(d)

 

Accounts receivable, net

 

15,813,384

 

 

 

15,813,384

 

 

  

 

15,813,384

Current portion of royalty advances

 

12,840,855

 

 

 

12,840,855

 

 

  

 

12,840,855

Inventory and prepaid expenses

 

1,406,379

 

380,555

 

 

1,786,934

 

 

  

 

1,786,934

Total current assets

 

39,270,538

 

929,595

 

259,247,821

  

 

299,447,954

 

148,685,970

 

  

 

188,886,103

Cash and marketable securities held in Trust Account

 

 

115,012,821

 

(115,012,821)

5(c)1

 

 

(115,012,821)

 

5(c)1

 

Property, plant and equipment, net

 

321,766

 

 

 

321,766

 

 

  

 

321,766

Intangible assets, net

 

393,238,010

 

 

 

393,238,010

 

 

  

 

393,238,010

Royalty advances, net of current portion

 

28,741,225

 

 

 

28,741,225

 

 

  

 

28,741,225

Investment in equity affiliate

 

1,591,179

 

 

 

1,591,179

 

 

  

 

1,591,179

Other assets

 

781,735

 

 

 

781,735

 

 

  

 

781,735

Total assets

$

463,944,453

$

115,942,416

$

144,235,000

  

$

724,121,869

$

33,673,149

 

  

$

613,560,018

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Current Liabilities:

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Accounts payable and accrued liabilities

$

3,316,768

$

125,034

$

13,875,000

5(f)

$

17,316,802

$

13,875,000

 

5(f)

$

17,316,802

Amounts due to related parties

 

290,172

 

 

 

290,172

 

  

 

  

 

290,172

Accrued payroll

 

1,634,852

 

 

 

1,634,852

 

 

  

 

1,634,852

Royalties payable

 

14,656,566

 

 

 

14,656,566

 

 

  

 

14,656,566

Other current liabilities

 

2,615,488

 

 

 

2,615,488

 

 

  

 

2,615,488

Current portion of loans and secured notes payable

 

1,000,000

 

 

(1,000,000)

5(e)

 

 

(1,000,000)

 

5(e)

 

Income taxes payable

 

533,495

 

 

 

533,495

 

 

  

 

533,495

Deferred revenue

 

1,337,987

 

 

 

1,337,987

 

 

  

 

1,337,987

Total current liabilities

 

25,385,328

 

125,034

 

12,875,000

 

38,385,362

 

12,875,000

 

  

 

38,385,362

Long-term debt, net of current maturities

 

17,500,000

 

 

(17,500,000)

5(e)

 

 

(17,500,000)

 

5(e)

 

Debt issue cost, net

 

(3,058,973)

 

 

 

(3,058,973)

 

 

  

 

(3,058,973)

Secured line of credit

 

197,090,848

 

 

18,500,000

5(e)

 

215,590,848

 

18,500,000

 

5(e)

 

215,590,848

Fair value of swaps

 

4,566,537

 

 

 

4,566,537

 

 

  

 

4,566,537

Deferred income taxes

 

19,735,537

 

 

 

19,735,537

 

 

  

 

19,735,537

Warrant liabilities

 

 

178,750

 

 

178,750

 

 

  

 

178,750

Other liabilities

 

6,739,971

 

 

 

6,739,971

 

 

  

 

6,739,971

Total liabilities

 

267,959,248

 

303,784

 

13,875,000

 

282,138,032

 

13,875,000

 

  

 

282,138,032

Commitments and Contingencies

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Common stock subject to possible redemption

 

 

110,638,630

 

(110,638,630)

5(c)1

 

 

(110,638,630)

 

5(c)2

 

Stockholders’ Equity:

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Common stock

 

 

359

 

 

359

 

 

  

 

359

Common stock

 

1

 

 

4,470

5(b)

 

4,471

 

4,470

 

5(b)

 

4,471

Common stock

 

 

 

1,106

5(c)1

 

1,106

 

43

 

5(c)2

 

43

Common stock

 

 

 

1,500

5(d)

 

1,500

 

1,500

 

5(d)

 

1,500

Preferred stock

 

81,632,500

 

 

(81,632,500)

5(a)

 

 

(81,632,500)

 

5(a)

 

Additional paid-in capital

 

 

5,370,137

 

 

5,370,137

 

 

  

 

5,370,137

Additional paid-in capital

 

110,499,153

 

 

81,632,500

5(a)

 

192,131,653

 

81,632,500

 

5(a)

 

192,131,653

Additional paid-in capital

 

 

 

(4,470)

5(b)

 

(4,470)

 

(4,470)

 

5(b)

 

(4,470)

Additional paid-in capital

 

 

 

110,637,524

5(c)1

 

110,637,524

 

76,736

 

5(c)2

 

76,736

Additional paid-in capital

 

 

 

144,233,500

5(d)

 

144,233,500

 

144,233,500

 

5(d)

 

144,233,500

Additional paid-in capital

 

 

 

(13,875,000)

5(f)

 

(13,875,000)

 

(13,875,000)

 

5(f)

 

(13,875,000)

Additional paid-in capital

 

 

 

(370,494)

5(g)

 

(370,494)

 

(370,494)

 

5(g)

 

(370,494)

Retained earnings (accumulated deficit)

 

751,496

 

(370,494)

 

370,494

5(g)

 

751,496

 

370,494

 

5(g)

 

751,496

Accumulated other comprehensive income

 

2,096,358

 

 

 

2,096,358

 

 

  

 

2,096,358

Noncontrolling interest

 

1,005,697

 

 

 

1,005,697

 

  

 

1,005,697

Total stockholders’ equity

 

195,985,205

 

5,000,002

 

240,998,630

 

441,983,837

 

130,436,779

 

  

 

331,421,986

Total liabilities and stockholders’ equity

$

463,944,453

$

115,942,416

$

144,235,000

$

724,121,869

$

33,673,149

 

  

$

613,560,018

See accompanying notes to the unaudited pro forma condensed combined financial information.

32

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(in dollars, except share amounts)

Historical

Historical

Reservoir

Roth CH

Scenario 1 (Assuming No

Scenario 2 (Assuming

Holdings, Inc.

Acquisition II Co.

Additional Redemption into Cash)

Maximum Redemption into Cash)

    

Pro forma

    

Historical

    

    

    

    

    

    

Three Months

Three Months

Ended

Ended

March 31,

March 31,

Transaction

Pro Forma

Transaction

Pro Forma

2021

2021

Accounting

Combined

Accounting

Combined

(A)

(B)

Adjustments

Note

Company

Adjustments

Note

Company

Revenues

$

25,593,599

$

$

$

25,593,599

$

 

  

$

25,593,599

Cost of revenue

 

9,172,247

 

 

 

9,172,247

 

 

  

 

9,172,247

Administration expenses

 

4,585,927

 

204,239

 

 

4,790,166

 

 

  

 

4,790,166

Amortization and depreciation

 

3,681,589

 

 

 

3,681,589

 

 

  

 

3,681,589

Total costs and expenses

 

17,439,763

 

204,239

 

 

17,644,002

 

 

  

 

17,644,002

Operating income

 

8,153,836

 

(204,239)

 

 

7,949,597

 

 

  

 

7,949,597

Interest expense

 

(2,304,183)

 

 

 

(2,304,183)

 

 

  

 

(2,304,183)

Gain on fair value of swaps

 

1,728,584

 

 

 

1,728,584

 

 

  

 

1,728,584

Loss on foreign exchange

 

(361,091)

 

 

 

(361,091)

 

 

  

 

(361,091)

Change in fair value of warrant liabilities

 

 

(49,500)

 

 

(49,500)

 

 

  

 

(49,500)

Interest and other income

 

7,091

 

6,208

 

 

13,299

 

(6,208)

 

6(b)

 

7,091

 

(929,599)

 

(43,292)

 

 

(972,891)

 

(6,208)

(979,099)

Income before income taxes

 

7,224,237

 

(247,531)

 

 

6,976,706

 

(6,208)

 

  

 

6,970,498

Income tax benefit (expense)

 

(1,117,729)

 

 

 

(1,117,729)

 

 

  

 

(1,117,729)

Net income (loss)

$

6,106,508

$

(247,531)

$

$

5,858,977

$

(6,208)

 

  

$

5,852,769

Net income attributable to noncontrolling interests

 

(34,588)

 

 

 

(34,588)

 

 

  

 

(34,588)

Net income (loss) attributable to the Company

$

6,071,920

$

(247,531)

$

$

5,824,389

$

(6,208)

 

  

$

5,818,181

Earnings (loss) per share:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Basic

$

26.62

$

(0.07)

$

0.08

 

  

 

  

$

0.09

Diluted

$

26.62

$

(0.07)

$

0.08

 

  

 

  

$

0.09

Weighted average common shares outstanding:

 

 

  

 

 

 

  

 

Basic

 

145,560

 

3,561,384

 

6(c)

 

74,364,705

 

 

6(c)

 

63,729,011

Diluted

 

228,060

 

3,561,384

 

6(c)

 

74,364,705

 

 

6(c)

 

63,729,011

See accompanying notes to the unaudited pro forma condensed combined financial information.

33

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in dollars, except share amounts)

Historical

Historical

Reservoir

Roth CH

Scenario 1 (Assuming No

Scenario 2 (Assuming

Holdings, Inc.

Acquisition II Co.

Additional Redemption into Cash)

Maximum Redemption into Cash)

Pro forma

Historical

December 31,

December 31,

Transaction

Pro Forma

Transaction

Pro Forma

2020

2020

Accounting

Combined

Accounting

Combined

    

(A)

    

(B)

    

Adjustments

    

Note

    

Company

    

Adjustments

    

Note

    

Company

Revenues

    

$

79,112,442

    

$

    

$

    

    

$

79,112,442

    

$

    

  

$

79,112,442

Cost of revenue

 

34,332,586

 

 

 

34,332,586

 

 

  

 

34,332,586

Administration expenses

 

13,056,548

 

109,998

 

345,368

6(a)

 

13,511,914

 

345,368

 

6(a)

 

13,511,914

Amortization and depreciation

 

13,007,252

 

 

 

13,007,252

 

 

  

 

13,007,252

Total costs and expenses

 

60,396,386

 

109,998

 

345,368

 

60,851,752

 

345,368

 

  

 

60,851,752

Operating income

 

18,716,056

 

(109,998)

 

(345,368)

 

18,260,690

 

(345,368)

 

  

 

18,260,690

Interest expense

 

(8,610,363)

 

 

 

(8,610,363)

 

 

  

 

(8,610,363)

Loss on fair value of swaps

 

(3,426,690)

 

 

 

(3,426,690)

 

 

  

 

(3,426,690)

Loss on foreign exchange

 

(540,447)