Form 8-K - Current report

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 27, 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 8.01 Other Events.

On November 27, 2023, Roth CH Acquisition V Co. (the “Company”) filed a supplement to its proxy statement dated November 20, 2023 in connection with its upcoming special meeting of stockholders (the “Meeting”) being held on November 30, 2023 to announce the terms of the funds to be deposited into the Company’s trust account in connection with each extension.

If the Extension Amendment is approved, the Company will have 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), provided that an extension amount of the lesser of $37,500 or $0.025 per public share for each one-month extension (the “Extension Payment”) is deposited into the Trust Account in connection with each Extension.

Stockholders who have previously submitted shares for redemption or who have voted by proxy do not need to do anything unless they change their decision as to redemption or voting.

A copy of the proxy supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description
99.1		Proxy Supplement dated November 27, 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: November 27, 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 99.1

ROTH CH ACQUISITION V CO.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

SUPPLEMENT TO

PROXY STATEMENT DATED NOVEMBER 20, 2023

FOR SPECIAL MEETING OF STOCKHOLDERS

ROTH CH ACQUISITION V CO.

Dear Stockholders of Roth CH Acquisition V Co.:

You have previously received definitive proxy materials dated November 20, 2023 (the “Proxy Statement”) in connection with the special meeting of Roth CH Acquisition V Co., a Delaware corporation (the “company”, “we”, “us” or “our”), to be held on November 30, 2023 at 9:30 A.M., Eastern time, via teleconference (the “special meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The purpose of this document is to supplement the Proxy Statement with certain new and/or revised information as follows:

Terms for Extension.

If the Extension Amendment is approved, the Company will have 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), provided that an extension amount of the lesser of $37,500 or $0.025 per public share for each one-month extension (the “Extension Payment”) is deposited into the Trust Account in connection with each Extension.

After consultation with the Initial Stockholders of the Company, Company management believes that, if the Extension Amendment is approved, the Initial Stockholders or their respective affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twelve (12) times. It is anticipated that each Extension Payment will be deposited in the Trust Account prior to the beginning of the additional extension period (or portion thereof), other than the first Extension Payment which will be made subsequent to the approval of the Extension Amendment. The Contribution(s) shall made in the form of non-interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Initial Stockholders, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Initial Stockholders that closed concurrently with our initial public offering as described in the registration statement for our initial public offering. The loans will be forgiven by the Initial Stockholders or its affiliates if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.

The meeting will be held at the same date and time and will be accessible via teleconference at:

(877) 853-5257 (US Toll Free)

(888) 475-4499 (US Toll Free)

International numbers available: https://loeb.zoom.us/u/adv66rBl7u

Conference ID: 737 816 2111

Except as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.

This Proxy Supplement is dated November 27, 2023.

Cover	Nov. 27, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2023
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