Roth CH Acquisition V (ROCL)
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Roth CH Acquisition V (ROCL) - 2024 Q1 - Quarterly Report
2024-05-15 21:06
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inco ...
Roth CH Acquisition V (ROCL) - 2023 Q4 - Annual Report
2024-04-01 20:47
or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) | Delaware | 86-1229207 | | --- | --- | | (St ...
Roth CH Acquisition V (ROCL) - 2023 Q3 - Quarterly Report
2023-11-20 22:22
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or o ...
Roth CH Acquisition V (ROCL) - 2023 Q2 - Quarterly Report
2023-08-14 21:21
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incor ...
Roth CH Acquisition V (ROCL) - 2023 Q1 - Quarterly Report
2023-05-15 23:31
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inco ...
Roth CH Acquisition V (ROCL) - 2022 Q4 - Annual Report
2023-03-31 20:35
IPO and Financial Proceeds - The Company raised gross proceeds of $115.0 million from its Initial Public Offering (IPO) by selling 11,500,000 units at an offering price of $10.00 per unit, incurring transaction costs of approximately $1.65 million[8]. - A total of $116,725,000 was placed in a trust account, with a net amount of $10.15 per unit, invested only in U.S. government securities or money market funds[10]. - The company completed its Initial Public Offering on December 3, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[98]. - The company incurred transaction costs of $1,625,220 related to its Initial Public Offering, including $1,150,000 in underwriting fees[99]. - As of December 31, 2022, the company had cash and marketable securities held in the Trust Account amounting to $118,377,460[101]. - The company had $687,471 of cash held outside the Trust Account, intended for operational expenses related to identifying target businesses[102]. Business Combination Strategy - The Company has 18 months from the IPO closing to complete its initial business combination; if unsuccessful, it will redeem 100% of outstanding public shares for a pro rata portion of the trust account funds[11]. - The Company intends to focus its search for acquisition targets in sectors such as business services, consumer, healthcare, technology, wellness, and sustainability[1]. - The management team believes it can identify underperforming companies due to market dislocations and implement corrective strategies to enhance shareholder value[19]. - The Company plans to leverage its extensive network of contacts and relationships to source initial business combination opportunities[20]. - The initial business combination must involve target businesses or assets with a collective fair market value of at least 80% of the trust account value, excluding taxes payable[33]. - The company will only consummate a business combination where it becomes the majority shareholder of the target business[33]. - If less than 100% of a target business is acquired, the fair market value of the acquired portion must still meet the 80% threshold[36]. - The fair market value will be determined based on standards accepted by the financial community, including gross margins and earnings[37]. - The company may seek additional funds through private offerings of debt or equity securities in connection with its initial business combination[30]. - The management team will conduct a thorough due diligence review process for evaluating prospective business combinations, including financial and operational data analysis[22]. - The time required to select and evaluate a target business is uncertain, and costs incurred may reduce available funds for future combinations[35]. - The company may not have the resources to diversify operations after the initial business combination, increasing risk exposure[38]. - The company may seek third-party financing if a target business imposes working capital conditions, which could limit the ability to complete the business combination[42]. Shareholder and Stockholder Information - Public stockholders may convert their shares into their pro rata share of the trust account amount, net of taxes payable[45]. - Initial stockholders have agreed not to convert any shares in connection with a proposed business combination[43]. - Public stockholders may receive a pro rata share of the trust account upon redemption, which is expected to be approximately $10.15 per share[73]. - The company anticipates notifying the trustee to begin liquidating assets promptly if unable to complete a business combination, with a maximum of 10 business days for redemption[59]. - The company faces intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[65]. - The company has not paid any cash dividends on its common stock to date and does not intend to do so prior to completing an initial business combination[88]. Management and Governance - The management team has raised over $50 billion in equity and debt offerings for small-cap growth companies, indicating strong capital-raising capabilities[15]. - Roth and Craig-Hallum have completed over 400 M&A and advisory assignments, showcasing their experience in the market[15]. - The company currently has seven executive officers who will devote necessary time to affairs until a business combination is completed[66]. - The audit committee consists of independent directors Adam Rothstein, Sam Chawla, and Pamela Ellison, with Sam Chawla as the chairperson[146]. - The corporate governance and nominating committee is responsible for overseeing the selection of nominees for the Board of Directors[150]. - The board of directors is composed of five directors, with independent directors holding regular meetings[143]. - The compensation committee consists of independent directors Adam Rothstein, Sam Chawla, and Pamela Ellison, with Rothstein as chairperson[154]. - No executive officer has received cash compensation for services rendered, and no compensation will be paid to existing stockholders prior to a business combination[160]. - The company has not entered into any employment agreements with executive officers and has no agreements for benefits upon termination[159]. Financial Reporting and Audit - The financial statements present fairly the financial position of the Company as of December 31, 2022 and 2021, in conformity with generally accepted accounting principles[203]. - The Company is not required to have an audit of its internal control over financial reporting, and no opinion on the effectiveness of internal control is expressed[205]. - The company has been audited by Grant Thornton LLP since 2021, ensuring compliance and accuracy in financial reporting[207]. - The audit procedures included assessing risks of material misstatement in financial statements due to error or fraud[206]. - Evidence regarding amounts and disclosures in the financial statements was examined on a test basis[206]. - Evaluation of accounting principles and significant estimates made by management was part of the audit process[206]. - The overall presentation of the financial statements was also evaluated during the audit[206]. - The audits provide a reasonable basis for the company's financial opinion[206]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2022, and determined it was effective[119]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the controls[121]. - The company has not disclosed any disagreements with accountants on accounting and financial disclosure[114]. - All required financial statements and supplementary data are presented in the Annual Report on Form 10-K[113]. - The company is classified as an emerging growth company under the JOBS Act, which affects certain reporting requirements[120]. Related Party Transactions - Related party transactions exceeding $120,000 require approval from the audit committee and a majority of disinterested independent directors[177]. - The code of ethics mandates avoiding related party transactions that could lead to conflicts of interest[177]. - The company had no loans outstanding as of December 31, 2022, including any from initial stockholders or affiliates[174]. - The business combination marketing agreement stipulates a fee of 4.5% of the gross proceeds of the IPO, payable upon the consummation of the initial business combination[175].
Roth CH Acquisition V (ROCL) - 2022 Q2 - Quarterly Report
2022-08-12 20:52
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) Delaware 86-1229207 (State ...
Roth CH Acquisition V (ROCL) - 2022 Q1 - Quarterly Report
2022-05-13 21:17
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) (State or other jurisdict ...
Roth CH Acquisition V (ROCL) - 2021 Q4 - Annual Report
2022-04-01 01:48
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41105 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) (Mark One) | Delaware | 86-1229207 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer Identification No.) | | incorporation or organization) ...