ROCLU Roth CH Acquisition V Co

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

 

November 30, 2023

Date of Report (Date of earliest event reported)

 

ROTH CH ACQUISITION V CO.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41105		86-1229207
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

888 San Clemente Drive, Suite 400 Newport Beach, CA		92660
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (949) 720-5700

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ROCL		The Nasdaq Stock Market LLC
Warrants		ROCLW		The Nasdaq Stock Market LLC
Units		ROCLU		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 13(a) of the Exchange Act. ☐

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 1, 2023, as approved by its stockholders at a special meeting of stockholders held on December 1, 2023 (the “Special Meeting”), Roth CH Acquisition V Co., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State an amendment to its amended and restated certificate of incorporation (the “Charter Amendment”), to, among other things, (i) give the Company the right to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period (each, an “Extension”), from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO) and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

 

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 6, 2023, the record date for the Special Meeting, there were 5,847,012 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 5,393,779 shares of common stock of the Company or 92.25% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.

 

The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:

 

1.	Extension Amendment

 

The Company’s stockholders approved the proposal to allow the Company, without further stockholder approval, to amend the Company’s amended and restated certificate of incorporation (the “Charter”), to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months after the consummation of the Company’s initial public offering) (the “Extension Amendment”). Adoption of the Extension Amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,345,029		48,750		0		0

 

2.	NTA Requirement Amendment

 

The Company’s stockholders approved the proposal to amend the Charter to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA Requirement Amendment”). Adoption of the NTA Requirement Amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,354,659		39,120		0		0

 

 

3.	Trust Liquidation Amendment

 

The Company’s stockholders approved the proposal to allow the Company, without further stockholder approval, to amend the Charter to delete the various provisions applicable only to special purpose acquisition companies and provide for the liquidation of the trust account established in connection with the Company’s initial public offering (the “Trust Liquidation Amendment”). Adoption of the Trust Liquidation Amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,345,029		48,750		0		0

 

On December 1, 2023, the Company filed the Charter Amendment to effect the Extension Amendment and the NTA Requirement Amendment. The Trust Liquidation Amendment will not be implemented and will be abandoned.

 

Item 8.01 Other Events.

 

In connection with the stockholders’ vote at the Special Meeting, 927,715 shares of common stock were tendered for redemption as of December 1, 2023.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Roth CH Acquisition V Co. dated December 1, 2023

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 4, 2023

 

ROTH CH ACQUISITION V CO.
By:	/s/ John Lipman
Name:	John Lipman
Title:	Co-Chief Executive Officer and Co-Chairman of the Board

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

ROTH CH ACQUISITION V CO.

 

December 1, 2023

 

Roth CH Acquisition V Co., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1. The name of the Corporation is “Roth CH Acquisition V Co.”.

 

2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 5, 2020 under the name of “Roth CH Acquisition V Co.” and thereafter amended by a Certificate of Amendment to the Certificate of Incorporation on November 12, 2020 and a Certificate of Amendment to the Certificate of Incorporation on November 22, 2021. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on November 30, 2021 and thereafter amended by a Certificate of Amendment to the Certificate of Incorporation on May 17, 2023 (as amended, the “Amended and Restated Certificate”).

 

3. This Certificate of Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

 

4. This Certificate of Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

5. The text of Paragraph D of Article SIXTH is hereby amended and restated to read in full as follows:

 

“The Corporation will not consummate any Business Combination unless it (or any successor) (i) has net tangible assets of at least $5,000,001 immediately prior to or upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.”

 

6. The text of Paragraph E of Article SIXTH is hereby amended and restated to read in full as follows:

 

“In the event that the Corporation does not consummate a Business Combination by December 4, 2023, or, if the Corporation shall, in its sole discretion, extend the date by which the Corporation shall have to consummate a Business Combination, on a monthly basis, for up to an additional twelve months, through December 3, 2024 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open, the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation for its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then outstanding.”

 

 

IN WITNESS WHEREOF, Roth CH Acquisition V Co. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

Roth CH Acquisition V Co.

 

By:	/s/ John Lipman
Name:	John Lipman
Title:	Co-Chief Executive Officer and Co-Chairman of the Board

 

v3.23.3

Cover	Nov. 30, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41105
Entity Registrant Name	ROTH CH ACQUISITION V CO.
Entity Central Index Key	0001885998
Entity Tax Identification Number	86-1229207
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	888 San Clemente Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(949)
Local Phone Number	720-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	ROCL
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	ROCLW
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	ROCLU
Security Exchange Name	NASDAQ

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