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 Q4 - Annual Report