Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 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: 001-40710

Tigo Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	83-3583873
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
655 Campbell Technology Parkway, Suite 150 Campbell, California	95008
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 402-0802

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TYGO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2024, the registrant had 60,361,628 shares of common stock, $0.0001 par value per share, outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are “forward-looking looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, the Company is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.

Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

•

the Company’s ability to meet future liquidity requirements, which may require us to raise financing in the future;

•

the projected financial information, anticipated growth rate and market opportunities of the Company;

•

the Company’s ability to maintain the listing of securities on Nasdaq;

•

the Company’s ability to develop and sell its product offerings and services;

•

the Company’s ability to manage risks associated with seasonal trends and the cyclical nature of the solar industry;

•

the potential liquidity and trading of the Company's securities;

•

the Company’s ability to acquire and protect intellectual property;

•

the Company’s ability to manage risks associated with the Company’s dependence on a small number of outside contract manufacturers;

•

the Company’s ability to continue working with leading solar manufacturers;

•

the Company’s ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets into which the Company expands or otherwise operate in;

•

the Company’s ability to enhance future operating and financial results;

•

the Company’s ability to monetize its inventory on-hand;

•

the Company’s ability to retain or recruit, or changes required in, its officers, key employees or directors;

•

the Company’s ability to implement and maintain effective internal controls; and

•

factors relating to the Company’s business, operations and financial performance, including:

the Company’s ability to comply with laws and regulations applicable to its business;

market conditions and global and economic factors beyond the Company’s control;

the Company’s ability to compete in the highly competitive and evolving solar industry;

the Company’s ability to continue to develop new products and innovations to meet constantly evolving customer demands;

the Company’s ability to enter into, successfully maintain and manage relationships with partners and distributors; and

the Company’s ability to acquire or make investments in other businesses, patents, technologies, products or services to grow the business, and realize the anticipated benefits therefrom.

The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. These forward-looking statements are only predictions based on the Company’s current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024 (the “2023 Annual Report”), this Quarterly Report on Form 10-Q and the Company’s other filings with the SEC. It is not possible for the management of the Company to predict all risks, nor can the Company assess the impact of all factors on

the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.

TABLE OF CONTENTS


	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023	1
	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three Months Ended March 31, 2024 and 2023	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024, and 2023	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
	Signatures	31

iii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	March 31, 2024			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	9,025		$	4,405
Marketable securities, short-term		12,920			26,806
Accounts receivable, net of allowances for credit losses of $3,159 and $4,011 at March 31, 2024 and December 31, 2023, respectively		6,306			6,862
Inventory, net		55,757			61,401
Prepaid expenses and other current assets		4,388			5,236
Total current assets		88,396			104,710
Property and equipment, net		3,375			3,458
Operating right-of-use assets		2,285			2,503
Marketable securities, long-term		—			1,977
Intangible assets, net		2,125			2,192
Other assets		731			728
Goodwill		12,209			12,209
Total assets	$	109,121		$	127,777
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,030		$	15,685
Accrued expenses and other current liabilities		6,039			8,681
Deferred revenue, current portion		444			335
Warranty liability, current portion		522			526
Operating lease liabilities, current portion		1,124			1,192
Total current liabilities		14,159			26,419
Warranty liability, net of current portion		4,957			5,106
Deferred revenue, net of current portion		607			466
Long-term debt, net of unamortized debt discount and issuance costs		33,805			31,570
Operating lease liabilities, net of current portion		1,269			1,392
Total liabilities		54,797			64,953
Commitments and Contingencies (see Note 10)
Stockholders’ equity
Common stock, $0.0001 par value: 150,000,000 authorized; 60,358,166 and 58,751,666 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		6			6
Additional paid-in capital		141,651			138,657
Accumulated deficit		(87,286	)		(75,780	)
Accumulated other comprehensive loss		(47	)		(59	)
Total stockholders’ equity		54,324			62,824
Total liabilities and stockholders’ equity	$	109,121		$	127,777

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Net revenue	$	9,802		$	50,058
Cost of revenue		7,036			31,689
Gross profit		2,766			18,369
Operating expenses:
Research and development		2,471			2,214
Sales and marketing		4,603			4,772
General and administrative		4,780			3,563
Total operating expenses		11,854			10,549
(Loss) income from operations		(9,088	)		7,820
Other expenses, net:
Change in fair value of preferred stock warrant and contingent shares liability		(196	)		512
Loss on debt extinguishment		—			171
Interest expense		2,826			778
Other income, net		(212	)		(551	)
Total other expenses, net		2,418			910
Net (loss) income		(11,506	)		6,910

Unrealized gain resulting from change in fair value of marketable securities	$	12		$	14

Comprehensive (loss) income	$	(11,494	)	$	6,924

Net (loss) income	$	(11,506	)	$	6,910
Cumulative dividends on convertible preferred stock		—			(2,152	)
Net (loss) income attributable to common stockholders	$	(11,506	)	$	4,758

(Loss) earnings per common share
Basic	$	(0.19	)	$	0.09
Diluted	$	(0.19	)	$	0.05
Weighted-average shares of common stock outstanding
Basic		59,374,019			6,481,862
Diluted		59,374,019			11,005,136

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share data) (Unaudited)


	Stockholders’ equity
	Common stock
	Shares		Amount		Additional paid-in capital		Accumulated deficit			Accumulated comprehensive (loss) income			Total stockholders’ equity
Balance at December 31, 2023		58,751,666	$	6	$	138,657	$	(75,780	)	$	(59	)	$	62,824
Issuance of common stock upon exercise of stock options		755,016		—		250		—			—			250
Stock-based compensation expense		—		—		2,505		—			—			2,505
Issuance of common stock in connection with the acquisition of fSight (see Note 4)		166,271		—		239		—			—			239
Issuance of common stock in connection with employee incentive stock awards		685,213		—		—		—			—			—
Unrealized gain resulting from change in fair value of marketable securities		—		—		—		—			12			12
Net loss		—		—		—		(11,506	)		—			(11,506	)
Balance at March 31, 2024		60,358,166	$	6	$	141,651	$	(87,286	)	$	(47	)	$	54,324


						Stockholders’ deficit
	Convertible preferred stock					Common stock
	Shares (1)			Amount		Shares (1)			Amount			Additional paid-in capital		Accumulated deficit			Accumulated comprehensive income		Total stockholders’ deficit
Balance at December 31, 2022		199,145,285		$	87,140		23,442,353		$	2		$	6,521	$	(62,215	)	$	—	$	(55,692	)
Retroactive application (Note 3)		(152,677,720	)		—		(17,972,432	)		(1	)		1		—			—		—
Balance at December 31, 2022, as converted		46,467,565			87,140		5,469,921			1			6,522		(62,215	)		—		(55,692	)
Issuance of common stock upon exercise of stock options		—			—		140,545			—			92		—			—		92
Stock-based compensation expense		—			—		—			—			366		—			—		366
Issuance of common stock in connection with the acquisition of fSight		—			—		1,306,385			—			10,077		—			—		10,077
Unrealized gain resulting from change in fair value of marketable securities		—			—		—			—			—		—			14		14
Net income		—			—		—			—			—		6,910			—		6,910
Balance at March 31, 2023, as converted		46,467,565		$	87,140		6,916,851		$	1		$	17,057	$	(55,305	)	$	14	$	(38,233	)

(1)

The shares of the Company’s common and redeemable convertible preferred stock prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.233335 established in the Business Combination as described in Note 3.

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Cash Flows from Operating activities:
Net (loss) income	$	(11,506	)	$	6,910
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		310			242
Reserve for inventory obsolescence		423			52
Change in fair value of preferred stock warrant and contingent shares liability		(196	)		512
Non-cash interest expense		2,235			47
Stock-based compensation		2,505			366
Allowance for credit losses		(990	)		109
Loss on debt extinguishment		—			171
Non-cash lease expense		300			167
Accretion of interest on marketable securities		(128	)		(7	)
Changes in operating assets and liabilities:
Accounts receivable		1,546			(16,535	)
Inventory		5,221			(11,780	)
Prepaid expenses and other assets		845			(1,175	)
Accounts payable		(9,448	)		14,815
Accrued expenses and other liabilities		(2,207	)		407
Deferred revenue		250			486
Warranty liability		(153	)		275
Operating lease liabilities		(273	)		(149	)
Net cash used in operating activities	$	(11,266	)	$	(5,087	)
Investing activities:
Purchase of marketable securities		—			(10,068	)
Acquisition of fSight		—			55
Purchase of intangible assets		—			(450	)
Purchase of property and equipment		(367	)		(192	)
Sales and maturities of marketable securities		16,003			—
Net cash provided (used) by investing activities	$	15,636		$	(10,655	)
Financing activities:
Proceeds from Convertible Promissory Note		—			50,000
Repayment of from Series 2022-1 Notes		—			(20,833	)
Payment of financing costs		—			(100	)
Payment of deferred issuance costs related to future equity issuance		—			(527	)
Proceeds from exercise of stock options		250			91
Net cash provided by financing activities	$	250		$	28,631
Net increase in cash and cash equivalents		4,620			12,889
Cash and cash equivalents at beginning of period		4,405			37,717
Cash and cash equivalents at end of period	$	9,025		$	50,606

See accompanying notes to condensed consolidated financial statements.


	Three Months Ended March 31,
(in thousands)	2024		2023
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,250	$	168
Cash paid for income taxes		126		—
Supplemental schedule of non-cash investing and financing activities:
Deferred issuance costs related to future equity issuance in accrued expenses and accounts payable		—		174
Financing costs in accounts payable		—		257
Operating lease right of use assets obtained in exchange for operating lease liabilities		82		1,266
Property and equipment in accounts payable		32		1,026
Non-cash consideration paid for the acquisition of fSight		239		10,078
Contingent shares liability from fSight acquisition		92		1,990
Unrealized gain resulting from change in fair value of marketable securities	$	12	$	14

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Nature of Operations

Tigo Energy, Inc. (f/k/a Roth CH Acquisition IV Co.) and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct subsidiary: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), and its wholly-owned indirect subsidiaries: Tigo Energy Israel Ltd., Foresight Energy, Ltd. (“fSight”), Tigo Energy Italy SRL, Tigo Energy Systems Trading (Suzhou) and Tigo Energy Australia Pty Ltd. Prior to the consummation of the Business Combination (as defined below), the operations of the Company were conducted through Legacy Tigo. Legacy Tigo was incorporated in Delaware in 2007 and commenced operations in 2010.

The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. The Company is headquartered in Campbell, California with offices in Europe, Asia and the Middle East.

Entry into a Material Definitive Agreement

On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Legacy Tigo, entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.”

Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Pursuant to the Business Combination, the merger between ROCG and Legacy Tigo was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, ROCG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Tigo. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Closing Date, have been retroactively recasted as shares reflecting the exchange ratio established in the Business Combination. Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.

The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive loss and were not material for the three months ended March 31, 2024 and 2023.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of March 31, 2024 and its condensed consolidated statements of operations and comprehensive (loss) income, cash flows, and convertible preferred stock and changes stockholders’ equity (deficit) for the three months ended March 31, 2024 and 2023. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated balance sheet as of that date. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes thereto for the year ended December 31, 2023.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2024.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available.

Recently issued accounting pronouncements not yet adopted

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures.

Merger with Roth CH Acquisition IV Co.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG was treated as the “acquired” company and Legacy Tigo was considered the “acquirer” for financial reporting purposes. This determination was primarily based on Legacy Tigo stockholders comprising a majority of the voting power of the Company, Legacy Tigo’s senior management comprising substantially all of the senior management of the Company, Legacy Tigo’s relative size compared to ROCG, and Legacy Tigo’s operations prior to the acquisition comprising the only ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Tigo with the Business Combination being treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Tigo. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio established in the Business Combination of 0.233335 (the “Exchange Ratio”) to affect the reverse recapitalization.

As part of the reverse recapitalization, Legacy Tigo acquired $2.2 million of cash, $0.6 million of prepaid expenses and insurance and assumed $3,400 of accrued expenses and $61,000 of income tax payable. The Company incurred $6.1 million in transaction costs relating to the Business Combination, which were charged directly to additional paid-in capital to the extent of cash received. Transaction costs in excess of cash acquired of $3.9 million were charged to general and administrative expenses.

Immediately prior to the closing of the Business Combination:

•

all shares of Legacy Tigo’s outstanding Series E, Series D, Series C-1, Series C, Series B-4, Series B-3, Series B-2, Series B-1, Series A-4, Series A-3, Series A-2, and Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis and additional shares of Legacy Tigo common stock were issued to settle the accumulated dividend to the Series E and Series D convertible preferred stockholders of $12.6 million;

•

all common warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis; and

•

all preferred warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo preferred stock on a one-to-one basis, and subsequently converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis.

At the effective time of the Business Combination, each share of Legacy Tigo common stock issued and outstanding immediately prior to the closing (including the shares of Legacy Tigo common stock issued in connection with the foregoing) were canceled and converted into the right to receive a pro rata portion of the merger consideration based on the Exchange Ratio.

In connection with the Business Combination, the Company issued 1,700,498 shares of Common Stock to former stockholders of ROCG and 118,021 shares of Common Stock to Roth Capital Partners, LLC.

Immediately following the Business Combination, there were 58,144,543 shares of Common Stock issued and outstanding, options to purchase an aggregate of 4,358,301 shares of Common Stock and 5,768,750 warrants outstanding to purchase shares of Common Stock.

Acquisition of Foresight Energy, Ltd.

On January 25, 2023 (“Acquisition Closing Date”), Legacy Tigo acquired 100% of the equity interests of fSight. The results of fSight’s operations have been included in the condensed consolidated financial statements since the Acquisition Closing Date. fSight primarily focuses on developing and marketing a software as a service platform, based on artificial intelligence for the smart management of electrical energy. The acquisition expands the Company’s ability to leverage energy consumption and production data for solar energy producers, adding a prediction platform that provides actionable system performance data, from the grid down to the module level.

Under the terms of the purchase agreement, total consideration amounted to $13.2 million which consisted of 5,598,751 shares of Legacy Tigo’s common stock (which represents 1,306,385 shares of Common Stock on an as-converted basis as a result of the Business

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Combination) issued at closing with a fair value of approximately $11.0 million, 737,233 shares of Legacy Tigo’s common stock (which represents 172,022 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $1.4 million to be issued 12 months from closing and 368,617 shares of Legacy Tigo’s common stock (which represents 86,011 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $0.7 million to be issued 18 months from closing (collectively with the shares to be issued at 12 months “Contingent Shares”). In addition to the consideration in the purchase agreement, there is an additional $0.5 million in consideration related to a loan that the Company issued to fSight prior to the Acquisition Closing Date, for a total consideration transferred of $13.7 million. The loan payable was deemed settled immediately following the Acquisition Closing Date.

Pursuant to the terms of the purchase agreement, the Contingent Shares are subject to adjustment based on certain indemnification obligations, liabilities or settlements that may arise during the contingency period, which ends 18 months following the Acquisition Closing Date. During the year ended December 31, 2023, there was an adjustment recorded against the Contingent Shares related to an unrecorded liability that was not present as of the opening balance sheet date of January 25, 2023, and the number of Contingent Shares was adjusted downward by 5,745 shares to reflect this change. As of December 31, 2023, there was a total of up to 252,288 Contingent Shares that may be issued pursuant to the terms of the purchase agreement.

The Contingent Shares were recorded as a liability at a fair value of approximately $2.1 million on the Acquisition Closing Date based on the fair value of Legacy Tigo’s common stock at the Acquisition Closing Date. The contingent shares liability is recorded in accrued expenses and other current liabilities within the condensed consolidated balance sheet.

On January 25, 2024, consistent with the terms of the purchase agreement, the Company issued the 12-month tranche of Contingent Shares, 166,271 shares of its Common Stock, to certain former equity holders of fSight. At January 25, 2024, the liability was revalued to $0.4 million based upon the Company’s Common Stock fair value per share at that date. A mark-to-market gain of $0.2 million was recorded upon the remeasurement at January 25, 2024. Upon issuance of the 12-month tranche of Contingent Shares on January 25, 2024, the Company reduced the liability by the fair value associated with the 12-month tranche of Contingent Shares by $0.2 million and subsequently recorded an increase to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of March 31, 2024, there was a total of up to 86,017 Contingent Shares that may be issued pursuant to the terms of the purchase agreement.

At March 31, 2024, the remaining liability was revalued to $0.1 million based upon the Company’s Common Stock fair value per share on March 28, 2024, the last trading day of the reporting period. For the three months ended March 31, 2024 and 2023, the Company recognized a $0.2 million mark-to-market gain and $0.2 million mark-to-market expense, respectively. Mark-to-market expense and gains are recorded in the change in fair value of preferred stock warrant and contingent share liability financial statement line item within the condensed consolidated statement of operations and comprehensive (loss) income for the three months ended March 31, 2024 and 2023.

The transaction was accounted for as a business combination pursuant to ASC Topic 805, Business Combinations, using the acquisition method of accounting and in conjunction with the acquisition, Legacy Tigo recognized $0.1 million of acquisition-related costs during the three months ended March 31, 2023. The Company did not incur any expense associated with acquisition-related costs during the three months ended March 31, 2024. The acquisition-related costs, which were expensed as incurred, are recorded in general and administrative expenses on the condensed consolidated statement of operations and comprehensive (loss) income.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):


Consideration transferred:
Fair value of common stock issued	$	10,974
Fair value of contingent shares		2,167
Deemed settlement of loan payable		527
Total consideration	$	13,668

Assets acquired:
Cash and cash equivalents	$	55
Accounts receivable		117
Property and equipment		9
Developed technology		1,820
Customer relationships		170
Goodwill		12,209
Total assets acquired	$	14,380
Liabilities assumed:
Accounts payable	$	418
Accrued expenses		294
Net assets acquired	$	13,668

Supplemental Pro Forma Information (Unaudited)

The following table presents supplemental pro-forma information for the three months ended March 31, 2023 as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information.


	Three Months Ended
(in thousands)	March 31, 2023
Net revenue	$	50,126
Net income	$	6,764

Supplemental Information of Operating Results

For the three months ended March 31, 2024, the Company’s condensed consolidated statement of operations and comprehensive (loss) income included net revenue of $0.2 million and a net loss of $0.5 million attributable to fSight. For the three months ended March 31, 2023, the Company’s condensed consolidated statement of operations and comprehensive (loss) income included net revenue of $0.1 million and a net loss of $0.3 million attributable to fSight.

Net (Loss) Earnings Per Share

Basic net (loss) earnings per share of common stock is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities, which include convertible preferred stock.

Under the two-class method, net earnings for the three months ended March 31, 2023 are adjusted by the difference between the fair value of consideration transferred and the carrying amount of convertible preferred stock during periods where the Company redeems its convertible preferred stock. The remaining earnings (undistributed earnings) are allocated to common stock and each series of convertible preferred stock to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock are then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table sets forth the computation of basic and diluted net (loss) earnings per share to common stockholders:


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024			2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(11,506	)	$	4,758
Undistributed earnings to preferred stock stockholders		—			(4,176	)
Net (loss) income attributable to common stockholders – basic	$	(11,506	)	$	582
Weighted-average shares of common stock outstanding – basic		59,374,019			6,481,862
Net (loss) earnings per share of common stock – basic	$	(0.19	)	$	0.09

Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders – basic	$	(11,506	)	$	582
Net (loss) income attributable to common stockholders – diluted	$	(11,506	)	$	582
Weighted-average shares of common stock outstanding – basic		59,374,019			6,481,862
Outstanding options and restricted stock units		—			3,157,720
Legacy Tigo warrants and common stock warrants		—			1,365,554
Weighted-average shares of common stock – diluted		59,374,019			11,005,136
Net (loss) earnings per share of common stock – diluted	$	(0.19	)	$	0.05

The Company excluded the effect of the below elements from our calculation of diluted (loss) earnings per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.


	As of March 31,
	2024		2023
Common stock warrants		—		177,076
Outstanding stock options and restricted stock units		1,694,503		318,969
Convertible promissory note		5,305,437		5,454,548
		6,999,940		5,950,593

Fair Value of Financial Instruments

Fair Value Measurements

The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:


Level 1:	Quoted market prices in active markets for identical assets or liabilities;
Level 2:	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3:	Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measurement at reporting date using
(in thousands)	(Level 1)		(Level 2)		(Level 3)
March 31, 2024
Assets:
Cash equivalents:
Money market accounts	$	3,852	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	10,948	$	—
U.S. agency securities	$	—	$	1,972	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	92	$	—	$	—
December 31, 2023 (audited)
Assets:
Cash equivalents:
Money market accounts	$	1,646	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	19,489	$	—
U.S. agency securities	$	—	$	9,294	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	527	$	—	$	—

During the three months ended March 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3.

The following tables are a summary of the changes in fair value of the Company’s marketable securities as of March 31, 2024 and December 31, 2023, respectively:


	As of March 31, 2024
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	10,990	$	—	$	(43	)	$	10,947
U.S. agency securities		1,977		—		(4	)		1,973
Total available-for-sale marketable securities	$	12,967	$	—	$	(47	)	$	12,920


	As of December 31, 2023
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	17,561	$	2	$	(52	)	$	17,511
U.S. agency securities		9,300		2	$	(7	)		9,295
Total		26,861		4		(59	)		26,806
Long-term assets
Corporate bonds		1,981		3		(7	)		1,977
Total		1,981		3		(7	)		1,977

Total available-for-sale marketable securities	$	28,842	$	7	$	(66	)	$	28,783

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of March 31, 2024, available-for-sale securities consisted of investments that mature within one year.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of March 31, 2024, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $54.1 million and $33.8 million, respectively. As of December 31, 2023, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $58.1 million and $31.6 million, respectively. The estimated fair value for the Company’s Convertible Promissory Note was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy.

Revenue Recognition

Geographic Net Revenue

The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.

The following table summarizes net revenue by major geographic region (in millions):


	Three Months Ended March 31,
(in thousands)	2024		2023
EMEA	$	5,789	$	40,259
Americas		2,738		6,981
APAC		1,275		2,818
Total net revenue	$	9,802	$	50,058

Deferred Revenue

Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.

The following table summarizes the changes in deferred revenue:


	Three Months Ended March 31,
(in thousands)	2024			2023
Balance at the beginning of the period	$	801		$	1,122
Deferral of revenue		1,666			12,198
Recognition of unearned revenue		(1,416	)		(11,712	)
Balance at the end of the period	$	1,051		$	1,608

As of March 31, 2024, the Company expects to recognize $1.1 million from remaining performance obligations over a weighted average term of 3.7 years.

The Company recognized approximately $0.2 million and $0.7 million in revenue that was included in the beginning contract liabilities balance during the three months ended March 31, 2024, and 2023, respectively.

Product Warranty

The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the changes in product warranty liability:


	Three Months Ended March 31,
(in thousands)	2024			2023
Warranty liability, beginning of the period	$	5,632		$	4,351
Provision for warranty issued during period		138			796
Benefit from changes in estimate		(197	)		(431	)
Settlements		(94	)		(90	)
Warranty liability, end of the period	$	5,479		$	4,626

Supplementary Balance Sheet Information

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):


Inventory, net	March 31, 2024		December 31, 2023
Raw materials	$	821	$	668
Finished goods		54,936		60,733
Inventory, net	$	55,757	$	61,401

The inventory reserve was $1.4 million and $1.0 million as of March 31, 2024 and December 31, 2023, respectively.


Property and equipment, net	Estimated Useful Life	March 31, 2024		December 31, 2023
Machinery and equipment	7 years	$	5,930	$	5,810
Vehicles	5 years		31		31
Computer software	5 years		192		192
Computer equipment	5 years		585		574
Furniture and fixtures	5 years		216		216
Leasehold improvements	3 - 6 years		465		457
Construction in progress			19		—
			7,438		7,280
Less: Accumulated depreciation			4,063		3,822
Property and equipment, net		$	3,375	$	3,458

For the three months ended March 31, 2024, and 2023 the Company recorded depreciation expense of $0.2 million and $0.2 million, respectively, in the condensed consolidated statements of operations and comprehensive (loss) income.


Accrued expenses and other current liabilities	March 31, 2024		December 31, 2023
Accrued vacation	$	1,031	$	856
Accrued compensation		1,740		2,514
Accrued interest		562		1,222
Accrued professional fees		519		409
Accrued warehouse and freight		502		1,001
Accrued other		1,472		1,974
Other current liabilities(1)		213		705
Accrued expenses and other current liabilities	$	6,039	$	8,681

(1)

Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.


	March 31, 2024			December 31, 2023
Allowance for credit losses, beginning balance	$	4,011		$	76
Net charges to expense or revenue		(852	)		3,960
Write-offs, net of recoveries		—			(25	)
Allowance for credit losses, ending balance	$	3,159		$	4,011

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Long-Term Debt

Long-term debt consisted of the following (in thousands):


	March 31, 2024			December 31, 2023
Convertible Promissory Note	$	50,000		$	50,000
Less: unamortized debt discount and issuance costs		(16,195	)		(18,430	)
Long-term debt, net of unamortized debt discount and issuance costs	$	33,805		$	31,570

During the three months ended March 31, 2024, and 2023, the Company recorded amortization of $2.2 million and $47,000, respectively, to interest expense pertaining to debt discount and issuance costs. The amortization associated with the Convertible Promissory Note as of March 31, 2024, primarily consists of the debt discount that was recorded as a result of the bifurcation of the conversion option at the time of the Business Combination. See below in this note for further information on the conversion option bifurcation for the Convertible Promissory Note, as defined below.

Convertible Promissory Notes

On January 9, 2023, the Company entered into the Note Purchase Agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l. (“L1 Energy”) pursuant to which the Company issued the Convertible Promissory Note in the aggregate principal amount of $50.0 million (the “Convertible Promissory Note”). Outstanding borrowings under the Convertible Promissory Note bears interest at a rate of 5.0% per year. The principal amount of the Convertible Promissory Note is due at the maturity date of January 9, 2026, and interest is payable semiannually beginning July 2023. As of March 31, 2024, there was $0.6 million of accrued interest in the condensed consolidated balance sheet.

Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. The Company’s obligations under the Note Purchase Agreement may be accelerated, subject to customary grace and cure periods, upon the occurrence of an event of default. The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement.

As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. Upon recognition, the Company recorded the conversion options at fair value and associated debt discount of $23.5 million. On September 24, 2023, the Company and L1 Energy entered into the Convertible Note Amendment which modified the conversion terms of the Convertible Promissory Notes. As a result, the conversion options no longer met the criteria to be bifurcated into a convertible note derivative liability; instead, the conversion options were reclassified to equity under ASC Topic 815, Derivatives and Hedging.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Future aggregate principal maturities of long-term debt are as follows as of March 31, 2024 (in thousands):


Remainder of 2024	$	—
2025		—
2026		50,000
2027		—
2028		—
Thereafter		—
	$	50,000

Series 2022-1 Notes

In January 2023, concurrently with the Convertible Promissory Note transaction, the Company repaid the Series 2022-1 Notes issued in January 2022 with a principal amount of $25.0 million at a fixed interest rate of 5.5% per year (“Series 2022-1 Notes”) in full with the proceeds from the Convertible Promissory Note and wrote off $0.2 million of unamortized debt issuance costs related to the previously outstanding Series 2022-1 Notes, which are included in loss on debt extinguishment on the condensed consolidated statements of operations and comprehensive (loss) income.

10.

Commitments and Contingencies

Employment Agreements

The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.

Legal

In the normal course of business, the Company may become involved in litigation or legal disputes that are not covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision.

The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.

The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for any potential obligations at March 31, 2024.

11.

Common Stock, Preferred Stock and Convertible Preferred Stock

Common and Preferred Stock

The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of March 31, 2024, there was no Preferred Stock outstanding.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:


	As of March 31, 2024
Stock options issued and outstanding		3,987,761
Restricted stock units issued and outstanding		832,733
Shares available for potential conversion of L1 Convertible Note		5,305,861
Shares available for fSight Contingent Shares		86,017
Shares available for grant under 2023 Equity Incentive Plan		5,905,424
		16,117,796

Common Stock Warrants

Legacy Tigo had outstanding warrants to purchase 1,915,372 shares of Legacy Tigo common stock (“Legacy Warrants”), which (prior to the consummation of the Business Combination) represented rights to purchase Legacy Tigo common stock. During the year ended December 31, 2023, 1,915,372 Legacy Warrants were net exercised resulting in the issuance of 1,491,229 shares of Common Stock. As of March 31, 2024, there were no Legacy Warrants outstanding.

In connection with the Business Combination, the Company assumed 5,750,000 warrants originally issued as part of ROCG’s units in ROCG’s initial public offering (the “Public Warrants”) and 18,750 warrants issued to the initial stockholders of ROCG in a private placement in connection with ROCG’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), which, in each case, entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants. The Company has analyzed the Warrants and determined they are freestanding instruments and do not exhibit any of the characteristics in ASC 480, Distinguishing Liabilities from Equity, and therefore are not classified as liabilities under ASC 480, Distinguishing Liabilities from Equity.

On August 9, 2023, the Company announced the redemption of all of its outstanding Public Warrants and Private Warrants to purchase shares of Common Stock that were issued under the Warrant Agreement, dated as of August 5, 2021, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent, at a redemption price of $0.01 per Warrant for those Warrants that remain outstanding following 5:00 p.m. New York City time on September 8, 2023.

Under the terms of the Warrant Agreement, the Company was entitled to redeem all of its outstanding Warrants for $0.01 per Warrant if the reported closing price of the Company’s Common Stock was at least $18.00 per share on each of twenty trading days within a thirty trading day period ending on the third trading day prior to the date on which a notice of redemption is given. This performance threshold was achieved following the market close on August 4, 2023.

A total of 324,546 Warrants were exercised through September 8, 2023, resulting in proceeds, net of issuance costs, of $3.7 million. All other Warrants were redeemed on September 8, 2023.

The Company paid $0.1 million for the remaining Warrants that were not exercised as of September 8, 2023, which was recorded as a reduction to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of March 31, 2024, there were no Warrants outstanding.

Convertible Preferred Stock

In connection with the Business Combination, as discussed in Note 3, the Company issued 47,918,992 shares of Common Stock to holders of convertible preferred stock of Legacy Tigo. No convertible preferred securities were outstanding as of March 31, 2024. Prior to the Business Combination, Legacy Tigo’s convertible preferred stock was classified outside of stockholders’ deficit because the shares contained deemed liquidation rights that were contingent redemption features not solely within the control of Legacy Tigo. As a result, all of Legacy Tigo’s convertible preferred stock was classified as mezzanine equity.

Convertible Preferred Stock Warrants

Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of March 31, 2024, there were no convertible preferred stock warrants outstanding.

12.

Stock-Based Compensation

The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. During the three months ended March 31, 2024, there were no exercises of common stock options prior to the vesting of such options. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.

Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value is determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire. During the three months ended March 31, 2024, there were no exercises of common stock options prior to the vesting of such options.

In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.

Through March 31, 2024, the Company has granted 1,097,901 stock options to purchase shares of common stock and 1,517,946 RSU’s under the 2023 Plan. The stock options generally vest over a four-year period, following the date of grant, with 25% vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter. As of March 31, 2024, 15,911 stock options granted under the 2023 Plan had vested and were exercisable. There have been no stock options exercised under the 2023 Plan. The RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date. During the three months ended March 31, 2024, the Company granted 685,213 RSUs to employees and executives pursuant to the 2023 Plan, which immediately vested into shares of Common Stock. As of March 31, 2024, 685,213 RSUs that were granted under the 2023 Plan have vested.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”. The Company has authorized 9,189,613 shares of common stock to be issued under the Plans. The Company has reserved 5,905,424 shares of common stock for future issuance under the 2023 Plan.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
(in thousands)	2024		2023
Research and development	$	456	$	49
Sales and marketing		830		173
General and administrative		1,155		122
Cost of sales		64		22
Total stock-based compensation	$	2,505	$	366

Stock Options

The following table summarizes stock option activity for the Plans for the three months ended March 31, 2024:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value (in 000's)
Outstanding at December 31, 2023		4,872,527		$	3.64		6.10
Granted		—		$	—
Exercised		(755,016	)	$	0.33
Forfeited		(83,150	)	$	4.85
Expired		(46,600	)	$	2.03
Outstanding at March 31, 2024		3,987,761		$	4.26		6.80	$	738
Exercisable at March 31, 2024		2,138,472		$	1.32		5.16	$	673
Vested and expected to vest at March 31, 2024		3,987,761		$	4.26		6.80

As of March 31, 2024, the total unrecognized compensation expense related to unvested stock option awards was $8.6 million, which the Company expects to recognize over a weighted-average period of 3.0 years.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.

•

The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.

•

The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.

•

As the Company’s common stock has not historically been publicly traded, its Board of Directors periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

There were no options granted during the three months ended March 31, 2024. The fair value of each stock option granted during the three months ended March 31, 2023 was estimated on the date of grant using the weighted average assumptions in the table below:


	March 31, 2023
Expected volatility		71.2	%
Risk-free interest rate		3.9	%
Expected term (in years)		6.0
Expected dividend yield		—	%

Restricted Stock Units

The following table summarizes RSU activity for the Plans for the three months ended March 31, 2024:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2023		872,037		$	11.27
Granted		685,213		$	1.35
Vested		(685,213	)	$	1.35
Forfeited		(39,304	)	$	9.39
Outstanding at March 31, 2024		832,733		$	11.36

As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $7.2 million, which the Company expects to recognize over a weighted-average period of 2.3 years.

13.

Leases

As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of lease payments over the term. Many of its leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to seven years, some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year.

The components of lease expense are as follows (in thousands):


	Three Months Ended March 31,
(in thousands)	2024		2023
Operating lease costs	$	334	$	194
Variable lease costs		92		62
Total lease cost	$	427	$	256

Other information related to leases was as follows:


	Three Months Ended March 31,
Supplemental Cash Flows Information (in thousands)	2024		2023
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	82	$	1,266
Cash paid for amounts included in the measurement of lease liabilities	$	335	$	174

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		2.7			2.9
Weighted average discount rate		5.0	%		8.5	%

Future maturities of lease liabilities were as follows as of March 31, 2024:


(in thousands)	Operating Leases
Remainder of 2024	$	1,020
2025		610
2026		443
2027		346
2028		136
Thereafter		17
Total future minimum lease payments	$	2,572
Less: imputed interest		179
Present value of lease liabilities	$	2,393

14.

Goodwill and Intangible Assets

As of March 31, 2024, the Company had a goodwill balance of $12.2 million. The goodwill balance is related to the acquisition of fSight. Please refer to Note 4. “Acquisition of Foresight Energy, Ltd.” for further information.

The Company's intangible assets by major asset class are as follows:


	March 31, 2024
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(83	)	$	367
Customer relationships	10.0		170		(20	)		150
Developed technology	10.0		1,820		(212	)		1,608
Total intangible assets		$	2,440	$	(315	)	$	2,125


	December 31, 2023
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(65	)	$	385
Customer relationships	10.0		170		(16	)		154
Developed technology	10.0		1,820		(167	)		1,653
Total intangible assets		$	2,440	$	(248	)	$	2,192

The Company recognized amortization expense related to intangible assets of $0.1 million and $46,000 for the three months ended March 31, 2024 and 2023, respectively.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Amortization expense related to intangible assets at March 31, 2024 in each of the next five years and beyond is expected to be incurred as follows (in thousands):


(in thousands)	Amount
Remainder of 2024	$	203
2025		270
2026		270
2027		262
2028		260
Thereafter		860
	$	2,125

15.

Income Taxes

The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The Company’s effective tax rates for the three months ended March 31, 2024, and 2023 differ from the federal statutory rate of 21% principally as a result of valuation allowances expected to be maintained against the Company’s deferred tax assets. The Company did not record income tax expense for the three months ended March 31, 2024 or 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto included in our 2023 Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2023 Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us,” “the Company” or other similar terms refer to the business and operations of Tigo Energy, Inc. and its subsidiaries prior to the Business Combination (“Legacy Tigo”) and Tigo Energy Inc. following the consummation of the Business Combination. References to “ROCG” refer to Roth CH Acquisition IV Co. prior to the consummation of the Business Combination.

Overview

Our mission is to deliver smart systems solutions, combining hardware and software, which enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. We believe we are a worldwide leader in the development and delivery of products and solutions that are flexible and dependable, increase the energy generation of solar energy systems and address the need for change. We primarily offer products and services through distributors and solar installers. We have a worldwide footprint with product installations in over 100 countries and on all seven continents.

Key Factors that May Influence Future Results of Operations

Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.

Demand for Products. The demand for our products in Europe and the United States experienced a notable slowdown beginning in the second quarter in 2023 and continued into the first quarter of 2024. In Europe, the slowdown was primarily due to elevated inventory levels with distributors and an overall channel inventory correction as they responded to a slower demand environment. Additionally, there has been uncertainty surrounding the net energy metering policies and solar export penalties in the European markets, such as Germany, Belgium, Italy and the United Kingdom, which also contributed to the overall slowdown in demand in Europe. In the United States, the slowdown was primarily attributable due to higher interest rates than recent prior periods and the transition from the second iteration of net metering (“NEM 2.0”) to the third iteration of net metering (“NEM 3.0”) in California. The factors noted above have led to elevated inventory levels with distributors and installers in both regions. Given these factors, revenues have been, and may continue to be, adversely affected in 2024.

In response to the factors noted above, we reduced staffing levels across all geographies in December 2023 by approximately 15%, and in April 2024 by approximately 10%. As a result, we expect to reduce cash expenditures associated with the reduction of personnel costs by approximately $7.3 million in 2024.

Unfavorable Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty, including higher interest rates and inflation, has caused disruptions in financial markets and may continue to have an adverse effect on the U.S. and world economies. Since the second quarter of 2023, we have experienced a significant number of customer requests to delay purchase order deliveries and a smaller number of purchase order cancellations and returns. Other customers may decide to delay purchasing our products and services or not purchase at all. A tighter credit market for consumer and business spending could, in turn, adversely affect spending levels of installers and end users and lead to increased price competition for our products. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect our business, results of operations and financial condition.

Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. A significant portion of our supply chain originates in Thailand and China. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.

Expansion of Sales with Existing Customers and Adding New Customers. Our future revenue growth is, in part, dependent on our ability to expand product offerings and services in the U.S. residential market. In our North American market, revenue is generally generated from our product offerings and services in the commercial and industrial markets. In order to continue revenue growth, we plan to expand our presence in the residential market through offerings with residential solar providers. We also expect to continue to evaluate and invest in new market opportunities internationally. We believe that our entry into new markets will continue to facilitate revenue growth and customer diversification. We primarily acquire new customers through collaboration with our industry partners and distributors. While we expect that a substantial portion of our future revenues in the near-term will be generated from our existing customers, we expect to invest in our sales and marketing to broaden reach with new residential customers in the U.S. and EMEA.

Expansion of New Products and Services. We have made substantial investments in research and development and sales and marketing to achieve a leading position in our market and revenue growth. While a majority of our revenue is generated from the sale of our MLPE products, we intend to continue the development and promotion of our GO Energy Storage Systems (“GO ESS”) and Predict+ product and service lines.

Key Operating and Financial Metrics

We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented are useful in evaluating our operating performance, as they are similar to measures used by our public competitors and are regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.

The following table sets forth these metrics for the periods presented:


	Three Months Ended March 31,
(in thousands, except percentages)	2024			2023
Net revenue	$	9,802		$	50,058
Gross profit	$	2,766		$	18,369
Gross margin		28.2	%		36.7	%
(Loss) income from operations	$	(9,088	)	$	7,820
Net (loss) income	$	(11,506	)	$	6,910

Gross Profit and Gross Margin

We define gross profit as total net revenue less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue. Gross profit and margin can be used to understand our financial performance and efficiency and allow investors to evaluate its pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.

Key Components and Comparison of Results of Operations

Net Revenue


	Three Months Ended March 31,
					Change in
(in thousands, except percentages)	2024		2023		$			%
Net revenue	$	9,802	$	50,058	$	(40,256	)		(80.4	)%

Three Months ended March 31, 2024, and 2023

Net revenue decreased by $40.3 million or 80.4% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to the solar industry experiencing a broad-based slowdown in both the U.S. and European markets, that resulted in elevated inventory with distributors and installers, and as a result the overall demand for our products and services decreased as distributors and installers responded to this slower demand environment. In the Americas region, this slowdown was primarily the result of higher interest rates and the transition from NEM 2.0 to NEM 3.0 in California. In the EMEA region, this slowdown was primarily the result of a decrease in customer purchases in Europe after a surge of sales were realized in 2022 and going into the first half of 2023

due to higher energy prices in Europe related to the onset of the armed conflict in Ukraine in 2022, and overall channel inventory correction.


	Three Months Ended March 31,
					Change in
(in thousands, except percentages)	2024		2023		$			%
EMEA	$	5,789	$	40,259	$	(34,470	)		(85.6	)%
Americas		2,738		6,981		(4,243	)		(60.8	)%
APAC		1,275		2,818		(1,543	)		(54.8	)%
Total net revenue	$	9,802	$	50,058	$	(40,256	)		(80.4	)%

Three Months ended March 31, 2024, and 2023

•

EMEA - Net revenue for the EMEA region decreased by $34.5 million or 85.6% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to a slowdown in demand in the region due to elevated inventory levels at distributors and installers.

•

Americas - Net revenue for the Americas region decreased $4.2 million or 60.8% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to demand for our solutions slowing as a result of higher interest rates impacting customers’ investment decisions and the transition from NEM 2.0 to NEM 3.0 in California.

•

APAC - Net revenue for the APAC region decreased $1.5 million or 54.8% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to a 79.8% decline in sales in China.

Cost of Revenue and Gross Profit


	Three Months Ended March 31,
					Change in
(in thousands, except percentages)	2024		2023		$			%
Cost of revenue	$	7,036	$	31,689	$	(24,653	)		(77.8	)%
Gross profit	$	2,766	$	18,369	$	(15,603	)		(84.9	)%


	Three Months Ended March 31,
	2024			2023			Change
Gross margin		28.2	%		36.7	%		(8.5	)%

Three Months ended March 31, 2024, and 2023

Cost of revenue decreased by $24.7 million or 77.8% and gross profit decreased by $15.6 million or 84.9% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to an 80.4% decrease in net revenue for the three months ended March 31, 2024 compared to the same period in 2023.

Gross margin decreased by 8.5% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to sales promotions and discounts related to the Company’s GO ESS product line.

Research and Development


	Three Months Ended March 31,
							Change in
(in thousands, except percentages)	2024			2023			$		%
Research and development	$	2,471		$	2,214		$	257		11.6	%
Percentage of net revenue		25.2	%		4.4	%

Three Months ended March 31, 2024, and 2023

Research and development expense increased by $0.3 million or 11.6% for the three months ended March 31, 2024, as compared to the same period in 2023. Research and development expense as percentage of net revenue increased to 25.2% for the three months ended March 31, 2024, compared to 4.4% for the same period in 2023. The overall increase was primarily driven by higher personnel-related expenses attributable to higher personnel-related stock-based compensation expenses, in addition to an increase in consulting

expense. The amount of research and development expenses may fluctuate from period to period due to differing levels and stages of development activity.

Sales and Marketing


	Three Months Ended March 31,
							Change in
(in thousands, except percentages)	2024			2023			$			%
Sales and marketing	$	4,603		$	4,772		$	(169	)		(3.5	)%
Percentage of net revenue		47.0	%		9.5	%

Three Months ended March 31, 2024, and 2023

Sales and marketing expense remained consistent for the three months ended March 31, 2024, as compared to the same period in 2023. Sales and marketing expense as a percentage of net revenue increased by 37.5% primarily due to a decrease in net revenues for the three months ending March 31, 2024 compared to the same period in 2023.

General and Administrative


	Three Months Ended March 31,
							Change in
(in thousands, except percentages)	2024			2023			$		%
General and administrative	$	4,780		$	3,563		$	1,217		34.2	%
Percentage of net revenue		48.8	%		7.1	%

Three Months ended March 31, 2024, and 2023

General and administrative expense increased by $1.2 million or 34.2% for the three months ended March 31, 2024, as compared to the same period in 2023. The increase was primarily related to higher personnel-related stock-based compensation expenses, and an increase in professional fees, which is attributable to higher audit fees and legal expenses.

Other Expenses, Net


	Three Months Ended March 31,
							Change in
(in thousands)	2024			2023			$			%
Change in fair value of preferred stock warrant and contingent shares liability	$	(196	)	$	512		$	(708	)		(138.3	)%
Loss on debt extinguishment		—			171			(171	)		(100.0	)%
Interest expense		2,826			778			2,048			263.2	%
Other income, net		(212	)		(551	)		339			(61.5	)%
Total other expenses, net	$	2,418		$	910		$	1,508			165.7	%

Three Months ended March 31, 2024, and 2023

Change in fair value of preferred stock warrant and contingent shares liability decreased by $0.7 million or 138.3% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to a decrease in mark-to-market expense associated with the contingent shares related to the fSight acquisition.

The loss on debt extinguishment for the three months ended March 31, 2023, is primarily related to the repayment of our Series 2022-1 Notes.

Interest expense increased by $2.0 million or 263.2% for the three months ended March 31, 2024, as compared to the same period in 2023. This increase is primarily due to the amortization of the debt discount of $23.5 million that was recorded upon the bifurcation of the conversion options at the time of the Business Combination. Please see Note 9, “Long-Term Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on the conversion options.

Other income, net decreased $0.3 million or 61.5% for the three months ended March 31, 2024, as compared to the same period in 2023. This decrease is primarily due to a decrease in interest income from the Company’s marketable securities, as the underlying asset base generating interest income decreased during the three months ended March 31, 2024 compared to the same period in 2023.

Liquidity and Capital Resources

Our principal sources of liquidity are cash, cash equivalents and marketable securities. As of March 31, 2024, the Company held $21.9 million in cash, cash equivalents and marketable securities which were held primarily for working capital purposes. Our working capital, which we define as current assets less current liabilities, decreased by $4.1 million to $74.2 million as March 31, 2024 compared to $78.3 million as of December 31, 2023. The decrease in working capital during this period is primarily attributable to lower marketable securities and inventory balances, and is partially offset by a decrease in accounts payable and accrued expenses and other current liabilities. During the first quarter of 2024, revenues stabilized on a sequential quarter basis but declined on a year over year basis. While we have been actively working on reducing our inventory levels, these efforts will depend on our ability to increase future quarterly revenues, maintain a minimal level of inventory purchases with suppliers, and our ability to recover the book value of inventory. In the first quarter of 2024, we reduced our inventory levels by $5.6 million from December 31, 2023, and expect lower inventory levels and positive working capital cash conversion throughout the remainder of 2024. We believe that our cash position is sufficient to meet our capital and liquidity requirements for at least the next 12 months from the date of this Quarterly Report on Form 10-Q.

In the future, our ability to sustain operations and invest in new technologies may necessitate seeking additional equity or debt financing. Our capital needs will be influenced by several factors, including our revenue growth rate, the success of our future product development and capital investments, and the timing and extent of spending to support further sales and marketing and research and development efforts. In addition, we have incurred and expect to continue to incur additional costs as a result of operating as a public company. In the event that additional financing is required from outside sources, we cannot be certain that any additional financing will be available to us on acceptable terms, or at all. If we are required but unable to raise additional capital or generate cash flows to sustain or expand our business, our business, operating results, and financial condition could be adversely affected.

Cash Flows

The following table summarizes our cash flows for the periods presented:


	Three Months Ended March 31,

(in thousands, except percentages)	2024			2023
Net cash used in operating activities	$	(11,266	)	$	(5,087	)
Net cash provided (used) by investing activities		15,636			(10,655	)
Net cash provided by financing activities		250			28,631
Net increase in cash and cash equivalents	$	4,620		$	12,889

Management closely monitors expenditures and is focused on obtaining new customers and continuing to develop our products and services. Cash from operations and our liquidity could also be affected by various risks and uncertainties, including, but not limited to, economic concerns related to interest rates, inflation or the supply chain, including timing of cash collections from customers and other risks which are detailed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2023 Annual Report.

Cash Flows Used in Operating Activities

Operating cash flows consists primarily of net loss adjusted for certain non-cash items and changes in operating assets and liabilities. Cash used in operating activities increased by $6.2 million for the three months ended March 31, 2024, as compared to the same period in 2023, which was primarily driven by a higher net loss in the first quarter of 2024 compared to the same period in 2023, which is a result of the negative macroeconomic factors that are noted above. The increase in net cash used in operating activities was partially offset by increases in non-cash expenses related to stock-based compensation and accretion of interest expense.

Cash Flows Used in Investing Activities

Net cash provided by investing activities increased by $26.3 million for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to the proceeds from the sale and maturities of a portion of the Company’s marketable securities.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities decreased by $28.4 million in the three months ended March 31, 2024, compared to the same period in 2023. For the three months ended March 31, 2024, we received proceeds of $0.3 from the exercise of stock options by employees. For the three months ended March 31, 2023, we received proceeds of $50.0 million from the Convertible Promissory Note, which was partially offset by the $20.8 million repayment of the Series 2022-1 Notes.

Contractual Obligations

Our contractual obligations primarily consist of our Convertible Promissory Note, obligations under operating leases and inventory component purchases. As of March 31, 2024, there have been no material changes from our disclosure in our 2023 Annual Report. For more information on our future minimum operating leases, see Note 13, “Leases” and for more information on our Convertible Promissory Notes and other related debt, see Note 9, “Long-Term Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

During the periods presented, the Company did not have any off-balance sheet arrangements.

Critical Accounting Estimates

For the period ended March 31, 2024, there have been no material changes to our critical accounting estimates from the information reported in our 2023 Annual Report.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on the Company’s condensed consolidated financial statements, see Part I, Note 2, “Summary of Significant Accounting Policies”, in the notes to condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in Part I, Item 1A, of the Company’s 2023 Annual Report, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
3.2		Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
10.1†		Tigo Energy, Inc. Independent Director Compensation Policy.
31.1†		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2†		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b)
32.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b)
101.INS†		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104†		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Filed herewith.
* Furnished herewith.

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 thereunto duly authorized.


	Tigo Energy, Inc.

	By:	/s/ Bill Roeschlein
		Bill Roeschlein
		Chief Financial Officer
Date: May 14, 2024

Exhibit 10.1

TIGO ENERGY, INC.

INDEPENDENT DIRECTOR COMPENSATION POLICY
AND STOCK OWNERSHIP GUIDELINES
APPROVED JUNE 10, 2023; AMENDED APril 4, 2024

Tigo Energy, Inc. (the “Company”) believes that the granting of cash and equity compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (“Independent Directors”). This Independent Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity awards to its Independent Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Tigo Energy, Inc. 2023 Equity Incentive Plan, as amended from time to time, or if such plan no longer is in use at the time of the grant of an equity award, the meaning given such term or similar term in the equity plan then in place under which the equity award is granted (the “Plan”). Each Independent Director will be solely responsible for any tax obligations incurred by such Independent Director as a result of the compensation such Independent Director receives under this Policy.

Effective Date. This Policy will be deemed effective on May 23, 2023, the date of the consummation of the transactions contemplated by that certain Business Combination Agreement entered into by and among the Company, Roth Capital CH Acquisition IV, and certain other parties, dated December 5, 2022, as subsequently amended (such transactions, the “Merger,” such date of consummation of the Merger, the “Closing Date,” and the effective date of this Policy, the “Effective Date”).

Cash Compensation.

2.1

Board Member Annual Cash Retainer. Following the Effective Date, each Independent Director will be paid an annual cash retainer of $60,000, paid in two semi-annual installments of $30,000 each (the “annual cash retainer”). There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. Each Independent Director may elect to have the Company pay all or a portion of his or her cash retainer(s) in shares in lieu of cash. The number of shares issued shall be determined by dividing the dollar amount of the applicable retainer(s) by the fair market value of a share (based on the closing trading price of our Common Stock on the trading day immediately preceding the date of grant), rounded down to the nearest whole share. In no case shall any fractional shares be issued. In lieu of any fractional shares, Independent Directors shall be entitled to cash equal to the value of any fractional shares. Shares issued in lieu of cash shall be fully vested and unrestricted shares issued pursuant to the Company’s incentive compensation plan and shall be issued on the Annual Meeting date; provided, that if an Independent Director elects to receive shares for the first semi-annual installment, such issuance shall occur on the first business day following 30 days after making such election. In each case, if the shares cannot be delivered due to a Company blackout period, then the shares will be delivered on the first business day following the end of the blackout period. Any election by an Independent Director to receive his or her retainer(s) in shares must be made no later than the expiration of the election period established by the Compensation Committee and can only be made during a period in which the Company is not in a quarterly or special blackout period pursuant to the Company’s insider trading policy and at a time in which the director does not have material, non-public information. In the event that the Board determines there are not sufficient shares available under the Company’s equity incentive plans to pay the retainer in shares, the retainer shall be paid in cash.

2.2

Additional Annual Cash Retainers. Following the Effective Date, each Independent Director who serves as the Non-Employee Chair of the Board, Lead Director, or the chair of a committee of the Board, will be paid additional annual fees in cash payments as follows (the “additional cash retainers”):

Non-Employee Chair $20,000

Lead Independent Director $20,000

Audit Committee Chair $20,000

Compensation Committee Chair $15,000

Nominating & Governance Chair $10,000

2.3

Payment Timing and Proration. Each semi-annual payment of the annual cash retainer or additional cash retainers under this Policy will be paid in arrears on a prorated basis to each Independent Director who has served in the relevant capacity at any time during the immediately preceding two fiscal quarters of the Company (“Biannual Period”), and such payment will be made no later than 30 days following the end of such immediately preceding Biannual Period. For clarity, an Independent Director who has served during only a portion of the relevant Biannual Period will receive a prorated payment of the semi-annual payment of the applicable retainer(s), calculated based on the number of days during such Biannual Period such Independent Director has served in the relevant capacities. An Independent Director who has served from the Effective Date through the end of the Biannual Period containing the Effective Date (the “Initial Period”) will receive a prorated payment of the biannual installment of the applicable retainer(s), calculated based on the number of days during the Initial Period that such Independent Director has served in the relevant capacities.

Equity Compensation. All grants of awards to Independent Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

3.1

No Discretion. No person will have any discretion to select which Independent Directors will be granted Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.3.2 and 7 below).

3.2

Initial Award. On the first Trading Day immediately following (1) the effectiveness of the Company’s registration statement on Form S-8 following the Effective Date, and (2) thereafter, with respect to any Independent Director who is a new Independent Director, at each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) (in the case of a new Independent Director that is elected at an Annual Meeting) or on the second Tuesday that is the first Trading Day immediately following the appointment to the board (in the case of a new Independent Director that is not elected at an Annual Meeting), such Independent Director will be automatically will be granted an award of Restricted Stock Units (an “Initial Award”) that will have a Value of $187,500 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). The Initial Award will vest as to 100% of the Restricted Stock Units on the first anniversary of the date the Initial Award is granted, subject to the Independent Director remaining a Service Provider through such vesting date.

3.3

Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Independent Director automatically will be granted an Award of Restricted Stock Units (an “Annual Award” and, together with the Initial Award, and “Award”)) that will have a Value of $125,000 (with the number of


	2

Shares subject to the Annual Award rounded to the nearest whole Share). The Annual Award will vest as to 100% of the Restricted Stock Units immediately prior to the Annual Meeting following the grant of such Annual Award, subject to the Independent Director remaining a Service Provider through such vesting date.

3.4

Additional Terms of Awards. The terms and conditions of Awards will be as follows.

3.4.1

Each Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of award agreement approved by the Board or its Committee (as defined below), as applicable, for use thereunder.

3.4.2

The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award.

Annual Compensation Limit. No Independent Director may be granted, in any Fiscal Year, equity awards (including any Awards granted under the Plan) with values (based on their grant date fair value determined in accordance with U.S. Generally Accepted Accounting Principles), and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in any Fiscal Year, in the aggregate, exceed $750,000. Any Awards or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as a Consultant other than as an Independent Director, or (b) prior to the Closing Date, will be excluded for purposes of this Section 4.

Travel Expenses. Each Independent Director’s reasonable, customary and properly documented travel expenses to meetings of the Board and any of its committees, as applicable, will be reimbursed by the Company. Directors using personal aircraft or private air carrier will be reimbursed fort such expenses at a rate equivalent to a first-class airfare of scheduled carriers.

Section 409A. In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (a) the 15th day of the 3rd month following the end of the Company’s taxable year in which the compensation is earned or expenses are incurred, as applicable, or (b) the 15th day of the 3rd month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term deferral” exception under Section 409A. It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company or any of its Parents or Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless an Independent Director (or any other person) for any taxes imposed, or other costs incurred, as a result of Section 409A.

Revisions. The Board or any committee of the Board that has been designated appropriate authority with respect to Independent Director compensation (or with respect to any applicable element or elements thereof, authority with respect to such element or elements) (the “Committee”) may amend, alter, suspend or terminate this Policy at any time and for any reason. Further, the Board may provide for cash, equity, or other compensation to Independent Directors in addition to the compensation provided under this Policy. No amendment, alteration, suspension or termination of this Policy will materially impair the rights of an Independent Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Independent Director and the Company. Termination of this Policy will not affect the Board’s or the Committee’s ability to exercise the powers granted to it with respect to Awards


	3

granted under the Plan pursuant to this Policy before the date of such termination, including without limitation such applicable powers set forth in the Plan.

Stock Ownership Guidelines.

8.1

Required Ownership. Each Independent Director shall own Common Stock of the Company with a value equal to five (5) times the annual cash retainer. Until the applicable ownership level is achieved, Independent Directors must retain 100 percent of Common Stock issued pursuant to Awards granted as compensation from the Company (i.e., after applicable tax withholding and amounts required to pay exercise prices). Independent Directors are required to achieve the applicable level of ownership within five (5) years of the date such individual has become a Director

8.2

Determining Ownership. Common Stock ownership that counts toward an individual’s satisfaction of the foregoing requirements includes only the following:

•

outstanding shares of Common Stock derived from the vesting of restricted stock units;

•

all other outstanding shares of Common Stock, including, without limitation, shares received privately from the Company or a third party or shares purchased on the open market; and

•

either of the foregoing, where owned by an individual’s immediate family members residing in the same household (“Immediate Family”) or held in trust for the benefit of an individual or his or her Immediate Family.

8.3

Ownership Calculation. Common Stock ownership levels for will be calculated annually at the end of the fiscal year, based on the average closing price of the Common Stock over the previous 90 calendar days. The Common Stock ownership on the date a Director meets these requirements will continue to satisfy the applicable ownership requirement regardless of changes in the trading price of the Common Stock, unless and until the required ownership level increases due to (i) an annual cash retainer increase, (ii) a change in role, or (iii) a sale of the Common Stock.


	4

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Zvi Alon, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 of Tigo Energy, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 14, 2024

	/s/ Zvi Alon
	Zvi Alon
	Chief Executive Officer and Chairman of the Board
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bill Roeschlein, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 of Tigo Energy, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 14, 2024

	/s/ Bill Roeschlein
	Bill Roeschlein
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zvi Alon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2024


	/s/ Zvi Alon
	Zvi Alon
	Chief Executive Officer and Chairman of the Board
	(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bill Roeschlein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2024


	/s/ Bill Roeschlein
	Bill Roeschlein
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 08, 2024
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Transition Report	false
Entity File Number	001-40710
Entity Registrant Name	Tigo Energy, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3583873
Entity Address, Address Line One	655 Campbell Technology Parkway
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Campbell
Entity Address, State or Province	CA
Entity Central Index Key	0001855447
Entity Address, Postal Zip Code	95008
City Area Code	408
Local Phone Number	402-0802
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TYGO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,361,628

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 9,025	$ 4,405
Marketable securities, short-term	12,920	26,806
Accounts receivable, net of allowances for credit losses of $3,159 and $4,011 at March 31, 2024 and December 31, 2023, respectively	6,306	6,862
Inventory, net	55,757	61,401
Prepaid expenses and other current assets	4,388	5,236
Total current assets	88,396	104,710
Property and equipment, net	3,375	3,458
Operating right-of-use assets	2,285	2,503
Marketable securities, long-term		1,977
Intangible assets, net	2,125	2,192
Other assets	731	728
Goodwill	12,209	12,209
Total assets	109,121	127,777
Current liabilities:
Accounts payable	6,030	15,685
Accrued expenses and other current liabilities	6,039	8,681
Deferred revenue, current portion	444	335
Warranty liability, current portion	522	526
Operating lease liabilities, current portion	1,124	1,192
Total current liabilities	14,159	26,419
Warranty liability, net of current portion	4,957	5,106
Deferred revenue, net of current portion	607	466
Long-term debt, net of and unamortized debt discount and issuance costs	33,805	31,570
Operating lease liabilities, net of current portion	1,269	1,392
Total liabilities	54,797	64,953
Commitments and Contingencies (see Note 10)
Stockholders' equity
Common stock, $0.0001 par value: 150,000,000 authorized, 60,358,166 and 58,751,166 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	6	6
Additional paid-in capital	141,651	138,657
Accumulated deficit	(87,286)	(75,780)
Accumulated other comprehensive loss	(47)	(59)
Total stockholders' equity	54,324	62,824
Total liabilities and stockholders' equity	$ 109,121	$ 127,777

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Jan. 25, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net for allowance of credit losses (in Dollars)	$ 3,159	$ 4,011		$ 76
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	150,000,000	150,000,000
Common stock issued (in Shares)	60,358,166	58,751,666	5,598,751
Common stock, outstanding	60,358,166	58,751,666

Condensed Consolidated Statements Of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net revenue	$ 9,802	$ 50,058
Cost of revenue	7,036	31,689
Gross profit	2,766	18,369
Operating expenses:
Research and development	2,471	2,214
Sales and marketing	4,603	4,772
General and administrative	4,780	3,563
Total operating expenses	11,854	10,549
(Loss) income from operations	(9,088)	7,820
Other expenses, net:
Change in fair value of preferred stock warrant and contingent shares liability	(196)	512
Loss on debt extinguishment		171
Interest expense	2,826	778
Other income, net	(212)	(551)
Total other expenses, net	2,418	910
Net (loss) income	(11,506)	6,910
Cumulative dividends on convertible preferred stock		(2,152)
Net (loss) income attributable to common stockholders	(11,506)	4,758
Unrealized gain resulting from change in fair value of marketable securities	12	14
Comprehensive (loss) income	$ (11,494)	$ 6,924
(Loss) earnings per common share
Basic	$ (0.19)	$ 0.09
Diluted	$ (0.19)	$ 0.05
Weighted-average shares of common stock outstanding
Basic	59,374,019	6,481,862
Diluted	59,374,019	11,005,136

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)
$ in Thousands

Total

Preferred Stock

Convertible Preferred Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Comprehensive (loss) Income

Balance, before retroactive conversion

$ (55,692)

$ 87,140

$ 2

$ 6,521

$ (62,215)

Retroactive application

$ (1)

Retroactive application, shares

^[1]

(152,677,720)

(17,972,432)

Balance, before retroactive conversion, shares

^[1]

199,145,285

23,442,353

Beginning balance at Dec. 31, 2022

(55,692)

$ 87,140

$ 1

6,522

(62,215)

Beginning balance, shares at Dec. 31, 2022

^[1]

46,467,565

5,469,921

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

^[1]

140,545

Stock-based compensation expense

366

Issuance of common stock in connection with the acquisition of fSight

10,077

Issuance of common stock in connection with the acquisition of fSight, shares

^[1]

1,306,385

Unrealized gain resulting from change in fair value of marketable securities

$ 14

Net (loss) income

6,910

Ending balance at Mar. 31, 2023

(38,233)

$ 87,140

$ 1

17,057

(55,305)

Ending balance, shares at Mar. 31, 2023

^[1]

46,467,565

6,916,851

Beginning balance at Dec. 31, 2023

62,824

$ 6

138,657

(75,780)

(59)

Beginning balance, shares at Dec. 31, 2023

58,751,666

Issuance of common stock upon exercise of stock options

$ 250

250

Issuance of common stock upon exercise of stock options, shares

755,016

Stock-based compensation expense

$ 2,505

2,505

Issuance of common stock in connection with the acquisition of fSight

239

Issuance of common stock in connection with the acquisition of fSight, shares

166,271

Issuance of common stock in connection with employee incentive stock awards, shares

685,213

Unrealized gain resulting from change in fair value of marketable securities

Net (loss) income

(11,506)

Ending balance at Mar. 31, 2024

$ 54,324

$ 6

$ 141,651

$ (87,286)

$ (47)

Ending balance, shares at Mar. 31, 2024

60,358,166

[1]	The shares of the Company’s common and redeemable convertible preferred stock prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.233335 established in the Business Combination as described in Note 3.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical)	3 Months Ended
	Mar. 31, 2023
Business acquisition shares exchange ratio	0.23334%

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating activities:
Net (loss) income	$ (11,506)	$ 6,910
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	310	242
Reserve for inventory obsolescence	423	52
Change in fair value of preferred stock warrant and contingent shares liability	(196)	512
Non-cash interest expense	2,235	47
Stock-based compensation	2,505	366
Allowance for credit losses	(990)	109
Loss on debt extinguishment		171
Non-cash lease expense	300	167
Accretion of interest on marketable securities	(128)	(7)
Changes in operating assets and liabilities:
Accounts receivable	1,546	(16,535)
Inventory	5,221	(11,780)
Prepaid expenses and other assets	845	(1,175)
Accounts payable	(9,448)	14,815
Accrued expenses and other liabilities	(2,207)	407
Deferred revenue	250	486
Warranty liability	(153)	275
Operating lease liabilities	(273)	(149)
Net cash used in operating activities	(11,266)	(5,087)
Investing activities:
Purchase of marketable securities		(10,068)
Acquisition of fSight		55
Purchase of intangible assets		(450)
Purchase of property and equipment	(367)	(192)
Sales and maturities of marketable securities	16,003
Net cash provided (used) by investing activities	15,636	(10,655)
Financing activities:
Proceeds from Convertible Promissory Note		50,000
Repayment of from Series 2022-1 Notes		(20,833)
Payment of financing costs		(100)
Payment of deferred issuance costs related to future equity issuance		(527)
Proceeds from exercise of stock options	250	91
Net cash provided by financing activities	250	28,631
Net increase in cash and cash equivalents	4,620	12,889
Cash and cash equivalents at beginning of period	4,405	37,717
Cash and cash equivalents at end of period	9,025	50,606
Supplemental disclosure of cash flow information:
Cash paid for interest	1,250	168
Cash paid for income taxes	126
Supplemental schedule of non-cash investing and financing activities:
Deferred issuance costs related to future equity issuance in accrued expenses and accounts payable		174
Financing costs in accounts payable		257
Operating lease right of use assets obtained in exchange for operating lease liabilities	82	1,266
Property and equipment in accounts payable	32	1,026
Non-cash consideration paid for the acquisition of fSight	239	10,078
Contingent shares liability from fSight acquisition	92	1,990
Unrealized gain resulting from change in fair value of marketable securities	$ 12	$ 14

Nature of Operations

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Entry into a Material Definitive Agreement

Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.

Basis of Presentation

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2024. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available. Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures.

Merger with Roth CH Acquisition IV Co.	3 Months Ended
Merger with Roth CH Acquisition IV Co.	Mar. 31, 2024
Roth CH Acquisition IV Co.
Business Acquisition [Line Items]
Merger with Roth CH Acquisition IV Co.	3. Merger with Roth CH Acquisition IV Co. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG was treated as the “acquired” company and Legacy Tigo was considered the “acquirer” for financial reporting purposes. This determination was primarily based on Legacy Tigo stockholders comprising a majority of the voting power of the Company, Legacy Tigo’s senior management comprising substantially all of the senior management of the Company, Legacy Tigo’s relative size compared to ROCG, and Legacy Tigo’s operations prior to the acquisition comprising the only ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Tigo with the Business Combination being treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Tigo. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio established in the Business Combination of 0.233335 (the “Exchange Ratio”) to affect the reverse recapitalization. As part of the reverse recapitalization, Legacy Tigo acquired $2.2 million of cash, $0.6 million of prepaid expenses and insurance and assumed $3,400 of accrued expenses and $61,000 of income tax payable. The Company incurred $6.1 million in transaction costs relating to the Business Combination, which were charged directly to additional paid-in capital to the extent of cash received. Transaction costs in excess of cash acquired of $3.9 million were charged to general and administrative expenses. Immediately prior to the closing of the Business Combination: • all shares of Legacy Tigo’s outstanding Series E, Series D, Series C-1, Series C, Series B-4, Series B-3, Series B-2, Series B-1, Series A-4, Series A-3, Series A-2, and Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis and additional shares of Legacy Tigo common stock were issued to settle the accumulated dividend to the Series E and Series D convertible preferred stockholders of $12.6 million; • all common warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis; and • all preferred warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo preferred stock on a one-to-one basis, and subsequently converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis. At the effective time of the Business Combination, each share of Legacy Tigo common stock issued and outstanding immediately prior to the closing (including the shares of Legacy Tigo common stock issued in connection with the foregoing) were canceled and converted into the right to receive a pro rata portion of the merger consideration based on the Exchange Ratio. In connection with the Business Combination, the Company issued 1,700,498 shares of Common Stock to former stockholders of ROCG and 118,021 shares of Common Stock to Roth Capital Partners, LLC. Immediately following the Business Combination, there were 58,144,543 shares of Common Stock issued and outstanding, options to purchase an aggregate of 4,358,301 shares of Common Stock and 5,768,750 warrants outstanding to purchase shares of Common Stock.

Acquisition of Foresight Energy, Ltd.

3 Months Ended

Mar. 31, 2024

fSight

Business Acquisition [Line Items]

Acquisition of Foresight Energy, Ltd.

The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):


Consideration transferred:
Fair value of common stock issued	$	10,974
Fair value of contingent shares		2,167
Deemed settlement of loan payable		527
Total consideration	$	13,668

Assets acquired:
Cash and cash equivalents	$	55
Accounts receivable		117
Property and equipment		9
Developed technology		1,820
Customer relationships		170
Goodwill		12,209
Total assets acquired	$	14,380
Liabilities assumed:
Accounts payable	$	418
Accrued expenses		294
Net assets acquired	$	13,668

Supplemental Pro Forma Information (Unaudited)


	Three Months Ended
(in thousands)	March 31, 2023
Net revenue	$	50,126
Net income	$	6,764

Supplemental Information of Operating Results

Net (Loss) Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net (Loss) Earnings Per Share

The following table sets forth the computation of basic and diluted net (loss) earnings per share to common stockholders:


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024			2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(11,506	)	$	4,758
Undistributed earnings to preferred stock stockholders		—			(4,176	)
Net (loss) income attributable to common stockholders – basic	$	(11,506	)	$	582
Weighted-average shares of common stock outstanding – basic		59,374,019			6,481,862
Net (loss) earnings per share of common stock – basic	$	(0.19	)	$	0.09

Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders – basic	$	(11,506	)	$	582
Net (loss) income attributable to common stockholders – diluted	$	(11,506	)	$	582
Weighted-average shares of common stock outstanding – basic		59,374,019			6,481,862
Outstanding options and restricted stock units		—			3,157,720
Legacy Tigo warrants and common stock warrants		—			1,365,554
Weighted-average shares of common stock – diluted		59,374,019			11,005,136
Net (loss) earnings per share of common stock – diluted	$	(0.19	)	$	0.05


	As of March 31,
	2024		2023
Common stock warrants		—		177,076
Outstanding stock options and restricted stock units		1,694,503		318,969
Convertible promissory note		5,305,437		5,454,548
		6,999,940		5,950,593

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value Measurements


Level 1:	Quoted market prices in active markets for identical assets or liabilities;
Level 2:	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3:	Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measurement at reporting date using
(in thousands)	(Level 1)		(Level 2)		(Level 3)
March 31, 2024
Assets:
Cash equivalents:
Money market accounts	$	3,852	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	10,948	$	—
U.S. agency securities	$	—	$	1,972	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	92	$	—	$	—
December 31, 2023 (audited)
Assets:
Cash equivalents:
Money market accounts	$	1,646	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	19,489	$	—
U.S. agency securities	$	—	$	9,294	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	527	$	—	$	—

During the three months ended March 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3.

The following tables are a summary of the changes in fair value of the Company’s marketable securities as of March 31, 2024 and December 31, 2023, respectively:


	As of March 31, 2024
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	10,990	$	—	$	(43	)	$	10,947
U.S. agency securities		1,977		—		(4	)		1,973
Total available-for-sale marketable securities	$	12,967	$	—	$	(47	)	$	12,920


	As of December 31, 2023
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	17,561	$	2	$	(52	)	$	17,511
U.S. agency securities		9,300		2	$	(7	)		9,295
Total		26,861		4		(59	)		26,806
Long-term assets
Corporate bonds		1,981		3		(7	)		1,977
Total		1,981		3		(7	)		1,977

Total available-for-sale marketable securities	$	28,842	$	7	$	(66	)	$	28,783

As of March 31, 2024, available-for-sale securities consisted of investments that mature within one year.

Fair Value of Financial Instruments

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenues [Abstract]

Revenue Recognition

Geographic Net Revenue

The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.

The following table summarizes net revenue by major geographic region (in millions):


	Three Months Ended March 31,
(in thousands)	2024		2023
EMEA	$	5,789	$	40,259
Americas		2,738		6,981
APAC		1,275		2,818
Total net revenue	$	9,802	$	50,058

Deferred Revenue

The following table summarizes the changes in deferred revenue:


	Three Months Ended March 31,
(in thousands)	2024			2023
Balance at the beginning of the period	$	801		$	1,122
Deferral of revenue		1,666			12,198
Recognition of unearned revenue		(1,416	)		(11,712	)
Balance at the end of the period	$	1,051		$	1,608

As of March 31, 2024, the Company expects to recognize $1.1 million from remaining performance obligations over a weighted average term of 3.7 years.

Product Warranty

The following table summarizes the changes in product warranty liability:


	Three Months Ended March 31,
(in thousands)	2024			2023
Warranty liability, beginning of the period	$	5,632		$	4,351
Provision for warranty issued during period		138			796
Benefit from changes in estimate		(197	)		(431	)
Settlements		(94	)		(90	)
Warranty liability, end of the period	$	5,479		$	4,626

Supplementary Balance Sheet Information

3 Months Ended

Mar. 31, 2024

Disclosure Text Block Supplement [Abstract]

Supplementary Balance Sheet Information

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):


Inventory, net	March 31, 2024		December 31, 2023
Raw materials	$	821	$	668
Finished goods		54,936		60,733
Inventory, net	$	55,757	$	61,401

The inventory reserve was $1.4 million and $1.0 million as of March 31, 2024 and December 31, 2023, respectively.


Property and equipment, net	Estimated Useful Life	March 31, 2024		December 31, 2023
Machinery and equipment	7 years	$	5,930	$	5,810
Vehicles	5 years		31		31
Computer software	5 years		192		192
Computer equipment	5 years		585		574
Furniture and fixtures	5 years		216		216
Leasehold improvements	3 - 6 years		465		457
Construction in progress			19		—
			7,438		7,280
Less: Accumulated depreciation			4,063		3,822
Property and equipment, net		$	3,375	$	3,458


Accrued expenses and other current liabilities	March 31, 2024		December 31, 2023
Accrued vacation	$	1,031	$	856
Accrued compensation		1,740		2,514
Accrued interest		562		1,222
Accrued professional fees		519		409
Accrued warehouse and freight		502		1,001
Accrued other		1,472		1,974
Other current liabilities(1)		213		705
Accrued expenses and other current liabilities	$	6,039	$	8,681

(1)

Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.


	March 31, 2024			December 31, 2023
Allowance for credit losses, beginning balance	$	4,011		$	76
Net charges to expense or revenue		(852	)		3,960
Write-offs, net of recoveries		—			(25	)
Allowance for credit losses, ending balance	$	3,159		$	4,011

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities


Accrued expenses and other current liabilities	March 31, 2024		December 31, 2023
Accrued vacation	$	1,031	$	856
Accrued compensation		1,740		2,514
Accrued interest		562		1,222
Accrued professional fees		519		409
Accrued warehouse and freight		502		1,001
Accrued other		1,472		1,974
Other current liabilities(1)		213		705
Accrued expenses and other current liabilities	$	6,039	$	8,681

(1)

Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.

Long-Term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following (in thousands):


	March 31, 2024			December 31, 2023
Convertible Promissory Note	$	50,000		$	50,000
Less: unamortized debt discount and issuance costs		(16,195	)		(18,430	)
Long-term debt, net of unamortized debt discount and issuance costs	$	33,805		$	31,570

Convertible Promissory Notes

Future aggregate principal maturities of long-term debt are as follows as of March 31, 2024 (in thousands):


Remainder of 2024	$	—
2025		—
2026		50,000
2027		—
2028		—
Thereafter		—
	$	50,000

Series 2022-1 Notes

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10.

Commitments and Contingencies

Employment Agreements

The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.

Legal

Indemnification Agreements

Common Stock, Preferred Stock and Convertible Preferred Stock

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Common Stock, Preferred Stock and Convertible Preferred Stock

11.

Common Stock, Preferred Stock and Convertible Preferred Stock

Common and Preferred Stock

The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of March 31, 2024, there was no Preferred Stock outstanding.

Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:


	As of March 31, 2024
Stock options issued and outstanding		3,987,761
Restricted stock units issued and outstanding		832,733
Shares available for potential conversion of L1 Convertible Note		5,305,861
Shares available for fSight Contingent Shares		86,017
Shares available for grant under 2023 Equity Incentive Plan		5,905,424
		16,117,796

Common Stock Warrants

A total of 324,546 Warrants were exercised through September 8, 2023, resulting in proceeds, net of issuance costs, of $3.7 million. All other Warrants were redeemed on September 8, 2023.

Convertible Preferred Stock

Convertible Preferred Stock Warrants

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

12.

Stock-Based Compensation


	Three Months Ended March 31,
(in thousands)	2024		2023
Research and development	$	456	$	49
Sales and marketing		830		173
General and administrative		1,155		122
Cost of sales		64		22
Total stock-based compensation	$	2,505	$	366

Stock Options

The following table summarizes stock option activity for the Plans for the three months ended March 31, 2024:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value (in 000's)
Outstanding at December 31, 2023		4,872,527		$	3.64		6.10
Granted		—		$	—
Exercised		(755,016	)	$	0.33
Forfeited		(83,150	)	$	4.85
Expired		(46,600	)	$	2.03
Outstanding at March 31, 2024		3,987,761		$	4.26		6.80	$	738
Exercisable at March 31, 2024		2,138,472		$	1.32		5.16	$	673
Vested and expected to vest at March 31, 2024		3,987,761		$	4.26		6.80

•

The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.

•


	March 31, 2023
Expected volatility		71.2	%
Risk-free interest rate		3.9	%
Expected term (in years)		6.0
Expected dividend yield		—	%

Restricted Stock Units

The following table summarizes RSU activity for the Plans for the three months ended March 31, 2024:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2023		872,037		$	11.27
Granted		685,213		$	1.35
Vested		(685,213	)	$	1.35
Forfeited		(39,304	)	$	9.39
Outstanding at March 31, 2024		832,733		$	11.36

As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $7.2 million, which the Company expects to recognize over a weighted-average period of 2.3 years.

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

13.

Leases

The components of lease expense are as follows (in thousands):


	Three Months Ended March 31,
(in thousands)	2024		2023
Operating lease costs	$	334	$	194
Variable lease costs		92		62
Total lease cost	$	427	$	256

Other information related to leases was as follows:


	Three Months Ended March 31,
Supplemental Cash Flows Information (in thousands)	2024		2023
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	82	$	1,266
Cash paid for amounts included in the measurement of lease liabilities	$	335	$	174


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		2.7			2.9
Weighted average discount rate		5.0	%		8.5	%

Future maturities of lease liabilities were as follows as of March 31, 2024:


(in thousands)	Operating Leases
Remainder of 2024	$	1,020
2025		610
2026		443
2027		346
2028		136
Thereafter		17
Total future minimum lease payments	$	2,572
Less: imputed interest		179
Present value of lease liabilities	$	2,393

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

14.

Goodwill and Intangible Assets

The Company's intangible assets by major asset class are as follows:


	March 31, 2024
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(83	)	$	367
Customer relationships	10.0		170		(20	)		150
Developed technology	10.0		1,820		(212	)		1,608
Total intangible assets		$	2,440	$	(315	)	$	2,125


	December 31, 2023
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(65	)	$	385
Customer relationships	10.0		170		(16	)		154
Developed technology	10.0		1,820		(167	)		1,653
Total intangible assets		$	2,440	$	(248	)	$	2,192

The Company recognized amortization expense related to intangible assets of $0.1 million and $46,000 for the three months ended March 31, 2024 and 2023, respectively.

Amortization expense related to intangible assets at March 31, 2024 in each of the next five years and beyond is expected to be incurred as follows (in thousands):


(in thousands)	Amount
Remainder of 2024	$	203
2025		270
2026		270
2027		262
2028		260
Thereafter		860
	$	2,125

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	15. Income Taxes The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The Company’s effective tax rates for the three months ended March 31, 2024, and 2023 differ from the federal statutory rate of 21% principally as a result of valuation allowances expected to be maintained against the Company’s deferred tax assets. The Company did not record income tax expense for the three months ended March 31, 2024 or 2023.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Emerging Growth Company Status	Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available.
Recently Adopted Accounting Pronouncements	Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures.

Acquisition of Foresight Energy, Ltd. (Tables) - fSight [Member]

3 Months Ended

Mar. 31, 2024

Schedule of Business Acquisitions, by Acquisition [Table]

Summary of Assets Acquired and Liabilities Assumed at Fair Value

The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):


Consideration transferred:
Fair value of common stock issued	$	10,974
Fair value of contingent shares		2,167
Deemed settlement of loan payable		527
Total consideration	$	13,668

Assets acquired:
Cash and cash equivalents	$	55
Accounts receivable		117
Property and equipment		9
Developed technology		1,820
Customer relationships		170
Goodwill		12,209
Total assets acquired	$	14,380
Liabilities assumed:
Accounts payable	$	418
Accrued expenses		294
Net assets acquired	$	13,668

Summary of Supplemental Pro Forma Information


	Three Months Ended
(in thousands)	March 31, 2023
Net revenue	$	50,126
Net income	$	6,764

Net (Loss) Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Net (Loss) Earnings Per Share

The following table sets forth the computation of basic and diluted net (loss) earnings per share to common stockholders:


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024			2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(11,506	)	$	4,758
Undistributed earnings to preferred stock stockholders		—			(4,176	)
Net (loss) income attributable to common stockholders – basic	$	(11,506	)	$	582
Weighted-average shares of common stock outstanding – basic		59,374,019			6,481,862
Net (loss) earnings per share of common stock – basic	$	(0.19	)	$	0.09

Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders – basic	$	(11,506	)	$	582
Net (loss) income attributable to common stockholders – diluted	$	(11,506	)	$	582
Weighted-average shares of common stock outstanding – basic		59,374,019			6,481,862
Outstanding options and restricted stock units		—			3,157,720
Legacy Tigo warrants and common stock warrants		—			1,365,554
Weighted-average shares of common stock – diluted		59,374,019			11,005,136
Net (loss) earnings per share of common stock – diluted	$	(0.19	)	$	0.05

Summary of Anti-dilutive Shares Outstanding


	As of March 31,
	2024		2023
Common stock warrants		—		177,076
Outstanding stock options and restricted stock units		1,694,503		318,969
Convertible promissory note		5,305,437		5,454,548
		6,999,940		5,950,593

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value, Option, Quantitative Disclosures [Line Items]

Schedule of company's assets that are measured at fair value on a recurring basis

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measurement at reporting date using
(in thousands)	(Level 1)		(Level 2)		(Level 3)
March 31, 2024
Assets:
Cash equivalents:
Money market accounts	$	3,852	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	10,948	$	—
U.S. agency securities	$	—	$	1,972	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	92	$	—	$	—
December 31, 2023 (audited)
Assets:
Cash equivalents:
Money market accounts	$	1,646	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	19,489	$	—
U.S. agency securities	$	—	$	9,294	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	527	$	—	$	—

Schedule of changes in fair value of the company's marketable securities

The following tables are a summary of the changes in fair value of the Company’s marketable securities as of March 31, 2024 and December 31, 2023, respectively:


	As of March 31, 2024
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	10,990	$	—	$	(43	)	$	10,947
U.S. agency securities		1,977		—		(4	)		1,973
Total available-for-sale marketable securities	$	12,967	$	—	$	(47	)	$	12,920


	As of December 31, 2023
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	17,561	$	2	$	(52	)	$	17,511
U.S. agency securities		9,300		2	$	(7	)		9,295
Total		26,861		4		(59	)		26,806
Long-term assets
Corporate bonds		1,981		3		(7	)		1,977
Total		1,981		3		(7	)		1,977

Total available-for-sale marketable securities	$	28,842	$	7	$	(66	)	$	28,783

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenues [Abstract]

Summary of Net Revenue by Major Geographic Region

The following table summarizes net revenue by major geographic region (in millions):


	Three Months Ended March 31,
(in thousands)	2024		2023
EMEA	$	5,789	$	40,259
Americas		2,738		6,981
APAC		1,275		2,818
Total net revenue	$	9,802	$	50,058

Schedule of Summarizes the Changes in Deferred Revenue

The following table summarizes the changes in deferred revenue:


	Three Months Ended March 31,
(in thousands)	2024			2023
Balance at the beginning of the period	$	801		$	1,122
Deferral of revenue		1,666			12,198
Recognition of unearned revenue		(1,416	)		(11,712	)
Balance at the end of the period	$	1,051		$	1,608

Summary of Changes in Product Warranty Liability

The following table summarizes the changes in product warranty liability:


	Three Months Ended March 31,
(in thousands)	2024			2023
Warranty liability, beginning of the period	$	5,632		$	4,351
Provision for warranty issued during period		138			796
Benefit from changes in estimate		(197	)		(431	)
Settlements		(94	)		(90	)
Warranty liability, end of the period	$	5,479		$	4,626

Supplementary Balance Sheet Information (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Selected Financial Data

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):


Inventory, net	March 31, 2024		December 31, 2023
Raw materials	$	821	$	668
Finished goods		54,936		60,733
Inventory, net	$	55,757	$	61,401

Summary of Property and Equipment, Net


Property and equipment, net	Estimated Useful Life	March 31, 2024		December 31, 2023
Machinery and equipment	7 years	$	5,930	$	5,810
Vehicles	5 years		31		31
Computer software	5 years		192		192
Computer equipment	5 years		585		574
Furniture and fixtures	5 years		216		216
Leasehold improvements	3 - 6 years		465		457
Construction in progress			19		—
			7,438		7,280
Less: Accumulated depreciation			4,063		3,822
Property and equipment, net		$	3,375	$	3,458

Accrued Expenses and Other Current Liabilities


Accrued expenses and other current liabilities	March 31, 2024		December 31, 2023
Accrued vacation	$	1,031	$	856
Accrued compensation		1,740		2,514
Accrued interest		562		1,222
Accrued professional fees		519		409
Accrued warehouse and freight		502		1,001
Accrued other		1,472		1,974
Other current liabilities(1)		213		705
Accrued expenses and other current liabilities	$	6,039	$	8,681

(1)

Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.

Summary of Activity in Allowance for Credit losses


	March 31, 2024			December 31, 2023
Allowance for credit losses, beginning balance	$	4,011		$	76
Net charges to expense or revenue		(852	)		3,960
Write-offs, net of recoveries		—			(25	)
Allowance for credit losses, ending balance	$	3,159		$	4,011

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt

Long-term debt consisted of the following (in thousands):


	March 31, 2024			December 31, 2023
Convertible Promissory Note	$	50,000		$	50,000
Less: unamortized debt discount and issuance costs		(16,195	)		(18,430	)
Long-term debt, net of unamortized debt discount and issuance costs	$	33,805		$	31,570

Schedule of Future Aggregate Principal Maturities of Long-Term Debt

Future aggregate principal maturities of long-term debt are as follows as of March 31, 2024 (in thousands):


Remainder of 2024	$	—
2025		—
2026		50,000
2027		—
2028		—
Thereafter		—
	$	50,000

Common Stock, Preferred Stock and Convertible Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Shares of Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:


	As of March 31, 2024
Stock options issued and outstanding		3,987,761
Restricted stock units issued and outstanding		832,733
Shares available for potential conversion of L1 Convertible Note		5,305,861
Shares available for fSight Contingent Shares		86,017
Shares available for grant under 2023 Equity Incentive Plan		5,905,424
		16,117,796

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
(in thousands)	2024		2023
Research and development	$	456	$	49
Sales and marketing		830		173
General and administrative		1,155		122
Cost of sales		64		22
Total stock-based compensation	$	2,505	$	366

Schedule of Stock Option Activity

The following table summarizes stock option activity for the Plans for the three months ended March 31, 2024:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value (in 000's)
Outstanding at December 31, 2023		4,872,527		$	3.64		6.10
Granted		—		$	—
Exercised		(755,016	)	$	0.33
Forfeited		(83,150	)	$	4.85
Expired		(46,600	)	$	2.03
Outstanding at March 31, 2024		3,987,761		$	4.26		6.80	$	738
Exercisable at March 31, 2024		2,138,472		$	1.32		5.16	$	673
Vested and expected to vest at March 31, 2024		3,987,761		$	4.26		6.80

Schedule of Fair Value of Each Stock Option Estimated Using Weighted Average Assumptions

The fair value of each stock option granted during the three months ended March 31, 2023 was estimated on the date of grant using the weighted average assumptions in the table below:


	March 31, 2023
Expected volatility		71.2	%
Risk-free interest rate		3.9	%
Expected term (in years)		6.0
Expected dividend yield		—	%

Schedule of Summary of Restricted Stock Units Activity

The following table summarizes RSU activity for the Plans for the three months ended March 31, 2024:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2023		872,037		$	11.27
Granted		685,213		$	1.35
Vested		(685,213	)	$	1.35
Forfeited		(39,304	)	$	9.39
Outstanding at March 31, 2024		832,733		$	11.36

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Summary of Components of Lease Expense

The components of lease expense are as follows (in thousands):


	Three Months Ended March 31,
(in thousands)	2024		2023
Operating lease costs	$	334	$	194
Variable lease costs		92		62
Total lease cost	$	427	$	256

Schedule of Other Information

Other information related to leases was as follows:


	Three Months Ended March 31,
Supplemental Cash Flows Information (in thousands)	2024		2023
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	82	$	1,266
Cash paid for amounts included in the measurement of lease liabilities	$	335	$	174


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		2.7			2.9
Weighted average discount rate		5.0	%		8.5	%

Schedule of Future Maturities of Lease Liabilities

Future maturities of lease liabilities were as follows as of March 31, 2024:


(in thousands)	Operating Leases
Remainder of 2024	$	1,020
2025		610
2026		443
2027		346
2028		136
Thereafter		17
Total future minimum lease payments	$	2,572
Less: imputed interest		179
Present value of lease liabilities	$	2,393

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets by Major Asset Class

The Company's intangible assets by major asset class are as follows:


	March 31, 2024
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(83	)	$	367
Customer relationships	10.0		170		(20	)		150
Developed technology	10.0		1,820		(212	)		1,608
Total intangible assets		$	2,440	$	(315	)	$	2,125


	December 31, 2023
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(65	)	$	385
Customer relationships	10.0		170		(16	)		154
Developed technology	10.0		1,820		(167	)		1,653
Total intangible assets		$	2,440	$	(248	)	$	2,192

Schedule of Amortization Expense Related to Intangible Assets

Amortization expense related to intangible assets at March 31, 2024 in each of the next five years and beyond is expected to be incurred as follows (in thousands):


(in thousands)	Amount
Remainder of 2024	$	203
2025		270
2026		270
2027		262
2028		260
Thereafter		860
	$	2,125

Merger with Roth CH Acquisition IV Co. - Additional Information (Details) - USD ($)				3 Months Ended
	May 24, 2023	May 23, 2023	May 22, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 25, 2023
Business Acquisition [Line Items]
Business acquisition shares exchange ratio					0.23334%
Transaction costs				$ 0	$ 100,000
Common stock, shares issued				60,358,166		58,751,666	5,598,751
Common stock, shares outstanding				60,358,166		58,751,666
Roth CH Acquisition IV Co.
Business Acquisition [Line Items]
Business acquisition shares exchange ratio		0.23334%
Cash acquired		$ 2,200,000
Prepaid expenses and insurance acquired		600,000
Accrued expenses assumed		$ 3,400
Income tax payables assumed			$ 61,000
Transaction costs				$ 6,100,000
Transaction costs in excess of cash acquired				$ 3,900,000
Common stock conversion basis			one-to-one
Accumulated dividend to redeemable convertible preferred stockholders			$ 12,600,000
Common stock, shares issued	58,144,543
Common stock, shares outstanding	58,144,543
Options to purchase common stock shares	4,358,301
Number of warrants outstanding	5,768,750
Former Stockholders of ROCG
Business Acquisition [Line Items]
Common stock, shares issued		1,700,498
Roth Capital Partners, LLC.
Business Acquisition [Line Items]
Common stock, shares issued		118,021

Acquisition of Foresight Energy, Ltd. - Additional Information (Details) - USD ($)			3 Months Ended		12 Months Ended
	Jan. 25, 2024	Jan. 25, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Common stock issued (in Shares)		5,598,751	60,358,166		58,751,666
Acquisition related costs			$ 0	$ 100,000
Liability at a fair value	$ 200,000		2,100,000
Liability revalued	400,000		100,000
Change in fair value business combination	$ 200,000		200,000	200,000
Fair value		$ 11,000,000			$ 700,000	$ 1,400,000
Net revenue			200,000	100,000
Net loss in business			$ 500,000	$ 300,000
Total consideration excluding consideration on loan		$ 13,200,000
Increase decrease on contingent shares issuable		5,745	86,017		252,288
Fair Value Guarantee
Business Acquisition [Line Items]
Common stock issued (in Shares)		737,233			368,617
fSight
Business Acquisition [Line Items]
Common stock issued (in Shares)	166,271
Equity interest percentage		100.00%
Net assets acquired	$ 13,668,000
Deemed settlement of loan payable	527,000	$ 500,000
Total consideration	13,668,000	$ 13,700,000
Common stock as converted basis of business combination		1,306,385
fSight \| Fair Value Guarantee
Business Acquisition [Line Items]
Common stock as converted basis of business combination		172,022	86,011
fSight \| Developed Technology
Business Acquisition [Line Items]
Net assets acquired	1,820,000
fSight \| Customer Relationships
Business Acquisition [Line Items]
Net assets acquired	$ 170,000

Acquisition of Foresight Energy, Ltd. - Summary of Assets Acquired and Liabilities Assumed at Fair Value (Details) - fSight - USD ($) $ in Thousands	Jan. 25, 2024	Jan. 25, 2023
Consideration transferred:
Fair value of common stock issued	$ 10,974
Fair value of contingent shares	2,167
Deemed settlement of loan payable	527	$ 500
Total consideration	13,668	$ 13,700
Assets acquired:
Cash and cash equivalents	55
Accounts receivable	117
Property and equipment	9
Assets acquired	13,668
Goodwill	12,209
Total assets acquired	14,380
Liabilities assumed:
Accounts payable	418
Accrued expenses	294
Net assets acquired	13,668
Developed Technology
Assets acquired:
Assets acquired	1,820
Liabilities assumed:
Net assets acquired	1,820
Customer Relationships
Assets acquired:
Assets acquired	170
Liabilities assumed:
Net assets acquired	$ 170

Acquisition of Foresight Energy, Ltd. - Summary of Supplemental Pro Forma Information (Details) - fSight [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Business Acquisition [Line Items]
Net revenue	$ 50,126
Net income	$ 6,764

Net (Loss) Earnings Per Share - Summary of Computation of Basic and Diluted Net (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$ (11,506)	$ 4,758
Undistributed earnings to preferred stock stockholders		(4,176)
Net (loss) income attributable to common stockholders - basic	$ (11,506)	$ 582
Weighted-average shares of common stock outstanding - basic	59,374,019	6,481,862
Net (loss) earnings per share of common stock, basic	$ (0.19)	$ 0.09
Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders - basic	$ (11,506)	$ 582
Net (loss) income attributable to common stockholders - diluted	$ (11,506)	$ 582
Weighted-average shares of common stock outstanding, basic	59,374,019	6,481,862
Outstanding options and restricted stock units		3,157,720
Legacy Tigo warrants and common stock warrants		1,365,554
Weighted-average shares of common stock, diluted	59,374,019	11,005,136
Net (loss) earnings per share of common stock - diluted	$ (0.19)	$ 0.05

Net (Loss) Earnings Per Share - Summary of Anti-dilutive Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Common stock warrants		177,076
Outstanding stock options and restricted stock units	1,694,503	318,969
Convertible promissory note	5,305,437	5,454,548
Total	6,999,940	5,950,593

Fair Value of Financial Instruments - Schedule of company's assets that are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Level 1 [Member]
Cash equivalents:
Money market accounts	$ 3,852	$ 1,646
Liabilities:
Contingent shares liability from fSight acquisition	92	527
Level 2 [Member] \| Corporate bonds [Member]
Marketable securities:
Marketable securities	10,948	19,489
Level 2 [Member] \| U.S. agency securities [Member]
Marketable securities:
Marketable securities	$ 1,972	$ 9,294

Fair Value of Financial Instruments - Schedule of changes in fair value of the company's marketable securities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Available-for-sale marketable securities:
Total Current Assets		$ 26,806
Long-term assets
Total Long-term assets		1,977
Total Available for sale Marketable Securities, Total	$ 12,920	28,783
Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	10,947	17,511
Long-term assets
Total Long-term assets		1,977
U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets	1,973	9,295
Cost [Member]
Available-for-sale marketable securities:
Total Current Assets		26,861
Long-term assets
Total Long-term assets	12,967	1,981
Total Available for sale Marketable Securities, Total		28,842
Cost [Member] \| Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	10,990	17,561
Long-term assets
Total Long-term assets		1,981
Cost [Member] \| U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets	1,977	9,300
Unrealized gain [Member]
Available-for-sale marketable securities:
Total Current Assets		4
Long-term assets
Total Long-term assets		3
Total Available for sale Marketable Securities, Total		7
Unrealized gain [Member] \| Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets		2
Long-term assets
Total Long-term assets		3
Unrealized gain [Member] \| U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets		2
Unrealized loss [Member]
Available-for-sale marketable securities:
Total Current Assets		(59)
Long-term assets
Total Long-term assets	(47)	(7)
Total Available for sale Marketable Securities, Total		(66)
Unrealized loss [Member] \| Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	(43)	(52)
Long-term assets
Total Long-term assets		(7)
Unrealized loss [Member] \| U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets	$ (4)	$ (7)

Fair Value of Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair value	$ 54.1	$ 58.1
Carrying value	$ 33.8	$ 31.6

Revenue Recognition - Summary of Net Revenue by Major Geographic Region (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total net revenue	$ 9,802	$ 50,058
EMEA
Disaggregation of Revenue [Line Items]
Total net revenue	5,789	40,259
Americas
Disaggregation of Revenue [Line Items]
Total net revenue	2,738	6,981
APAC
Disaggregation of Revenue [Line Items]
Total net revenue	$ 1,275	$ 2,818

Revenue Recognition - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred Revenue and Product Warranties Disclosures [Abstract]
Balance at the beginning of the period	$ 801	$ 1,122
Deferral of revenue	1,666	12,198
Recognition of unearned revenue	(1,416)	(11,712)
Balance at the end of the period	$ 1,051	$ 1,608

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred Revenue and Product Warranty [Line Items]
Recognized revenue, contract liabilities	$ 0.2	$ 0.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Deferred Revenue and Product Warranty [Line Items]
Remaining performance obligations	$ 1.1
Remaining performance obligations over a weighted average term	3 years 8 months 12 days
Maximum
Deferred Revenue and Product Warranty [Line Items]
Warranty period	25 years
Minimum [Member]
Deferred Revenue and Product Warranty [Line Items]
Warranty period	5 years

Revenue Recognition - Summary of Changes in Product Warranty Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Product Warranties Disclosures [Abstract]
Warranty liability, beginning of the period	$ 5,632	$ 4,351
Provision for warranty issued during period	138	796
Benefit from changes in estimate	(197)	(431)
Settlements	(94)	(90)
Warranty liability, end of the period	$ 5,479	$ 4,626

Supplementary Balance Sheet Information - Summary of Selected Financial Data (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 821	$ 668
Finished goods	54,936	60,733
Inventory, net	$ 55,757	$ 61,401

Supplementary Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,438	$ 7,280
Less: Accumulated depreciation	4,063	3,822
Property and equipment, net	3,375	3,458
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,930	5,810
Estimated Useful Life	7 years
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 31	31
Estimated Useful Life	5 years
Computer Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 192	192
Estimated Useful Life	5 years
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 585	574
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 216	216
Estimated Useful Life	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 465	$ 457
Leasehold Improvements \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Leasehold Improvements \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	6 years
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 19

Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.2	$ 0.2
Inventory reserve	$ 1.4		$ 1.0

Supplementary Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Accrued Liabilities and Other Liabilities [Abstract]

Accrued vacation

$ 1,031

$ 856

Accrued compensation

1,740

2,514

Accrued interest

562

1,222

Accrued professional fees

519

409

Accrued warehouse and freight

502

1,001

Accrued other

1,472

1,974

Other current liabilities

^[1]

213

705

Accrued expenses and other current liabilities

$ 6,039

$ 8,681

[1]	Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.

Supplementary Balance Sheet Information - Summary of Activity in Allowance for Credit losses (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Allowance for Credit Loss [Abstract]
Allowance for credit losses, beginning balance	$ 4,011	$ 76
Net charges to expense or revenue	(852)	3,960
Write-offs, net of recoveries		(25)
Allowance for credit losses, ending balance	$ 3,159	$ 4,011

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Convertible Promissory Note	$ 50,000	$ 50,000
Less: unamortized debt discount and issuance costs	(16,195)	(18,430)
Long-term debt, net of unamortized debt discount and current portion	$ 33,805	$ 31,570

Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 09, 2023	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Cash received from promissory note purchase agreement	$ 50,000
Convertible promissory note, interest rate	5.00%
Convertible promissory note, maturity date			Jan. 09, 2026
Convertible promissory note, frequency of periodic payment			interest is payable semiannually beginning July 2023.
Convertible promissory note conversion, description			the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date.
Accrued interest			$ 600
Debt discount			23,500
Amortization of debt issuance cost interest expense			$ 2,200	$ 47,000
Note purchase agreement default description			The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement.
Debt default amount uncured			$ 10,000
Repayment of from Series 2022-1 Notes				$ (20,833)
Series 2022-1 Notes
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 200
Repayment of from Series 2022-1 Notes		$ 25,000
Debt fixed interest rate		5.50%

Long-Term Debt - Schedule of Future Aggregate Principal Maturities of Long-Term Debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
2026	$ 50,000
Long-Term Debt, Total	$ 50,000

Common Stock, Preferred Stock and Convertible Preferred Stock - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 08, 2023	May 23, 2023	Sep. 08, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 09, 2023	May 24, 2023	Jan. 25, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock issued (in Shares)				60,358,166		58,751,666			5,598,751
Common stock, outstanding				60,358,166		58,751,666
Common stock, par value				$ 0.0001		$ 0.0001
Common stock voting right				Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
Common stock, authorized				150,000,000		150,000,000
Preferred stock, authorized				10,000,000
Preferred stock, outstanding				0
Convertible preferred stock, shares outstanding				0
Business acquisition shares exchange ratio					0.23334%
Warrant Agreement
Class of Stock [Line Items]
Number of warrants outstanding				0
Warrants exercised			324,546
Payments for remaining warrants	$ 100,000		$ 3,700,000
Redemption price per share							$ 0.01
Common stock price per share							$ 18
Convertible Preferred Stock
Class of Stock [Line Items]
Warrants to purchase shares		828,733
Legacy Warrants
Class of Stock [Line Items]
Number of warrants outstanding				0						1,915,372
Warrants exercised						1,915,372
Issuance of common stock from exercise of warrants						1,491,229
Public Warrants
Class of Stock [Line Items]
Number of warrants outstanding		5,750,000
Warrants to purchase shares		1
Exercise price		$ 11.5
Public Warrants \| Private Placement
Class of Stock [Line Items]
Number of warrants outstanding		18,750
Private Warrants
Class of Stock [Line Items]
Warrants to purchase shares		1
Exercise price		$ 11.5
Series C Convertible Preferred Stock of Legacy Tigo
Class of Stock [Line Items]
Warrants to purchase shares		1,064,446
Convertible Preferred Stock Warrants
Class of Stock [Line Items]
Number of warrants outstanding				0
Legacy Tigo Energy
Class of Stock [Line Items]
Shares of Common Stock issued to holders of convertible preferred stock		$ 47,918,992
Roth CH Acquisition IV Co.
Class of Stock [Line Items]
Common stock issued (in Shares)								58,144,543
Common stock, outstanding								58,144,543
Number of warrants outstanding								5,768,750
Business acquisition shares exchange ratio		0.23334%
Former Stockholders of ROCG
Class of Stock [Line Items]
Common stock issued (in Shares)		1,700,498
Roth Capital Partners, LLC.
Class of Stock [Line Items]
Common stock issued (in Shares)		118,021

Common Stock, Preferred Stock and Convertible Preferred Stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details)	Mar. 31, 2024 shares
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	16,117,796
Stock Options Issued and Outstanding
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	3,987,761
Restricted Stock Units Issued and Outstanding
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	832,733
Shares Available for Potential Conversion of L1 Convertible Note
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	5,305,861
Shares Available for fSight Contingent Shares
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	86,017
Shares Available for Grant under 2023 Equity Incentive Plan
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	5,905,424

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield percentage	0.00%
Stock options percentage	110.00%
Common stock options exercises shares (in Shares)	0
Shares reserved for future issuance	16,117,796
Aggregate intrinsic value (in Dollars)	$ 673
Stock options, Options exercises	755,016
Unrecognized compensation expense (in Dollars)	$ 8,600
Weighted-average period	3 years
Aggregate intrinsic value of outstanding options	$ 738
Business acquisition shares exchange ratio		0.23334%
Stock options granted	0
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for future issuance	832,733
Fair value options per share (in Dollars per share)	$ 11.36		$ 11.27
Unrecognized compensation expense, total	$ 7,200
Stock-based compensation expense, recognition period	2 years 3 months 18 days
2008 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capital stock percentage	10.00%
Capital stock duration	10 years
2018 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capital stock percentage	10.00%
Capital stock duration	10 years
Stock options percentage	100.00%
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for future issuance	5,905,424
Stock options granted shares (in Shares)	1,097,901
2023 Plan \| Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted shares (in Shares)	1,517,946
Stock options vesting period	3 years
2023 Plan \| Restricted Stock Units \| Employees and Executives
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted shares (in Shares)	685,213
Stock options, Options vested	685,213
2023 Plan \| Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options vesting period	4 years
Stock options vesting percentage	25.00%
Stock options, Options vested	15,911
Stock options, Options exercises	0
2008, 2018 Stock Plan and the 2023 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized	9,189,613

Stock-Based Compensation - Schedule of condensed consolidated statements of operations and comprehensive income (loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	$ 2,505	$ 366
Research and Development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	456	49
Sales and Marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	830	173
General and Administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	1,155	122
Cost of Sales
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	$ 64	$ 22

Stock-Based Compensation - Schedule of table summarizes stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Outstanding	4,872,527
Number of shares, Outstanding, Granted	0
Number of shares, Outstanding, Exercised	(755,016)
Number of shares, Outstanding, Forfeited	(83,150)
Number of shares, Outstanding, Expired	(46,600)
Number of shares, Outstanding	3,987,761
Number of shares, Exercisable	2,138,472
Number of shares, Vested and expected to vest	3,987,761
Weighted average exercise price per share, Outstanding	$ 3.64
Weighted average exercise price per share, Exercised	0.33
Weighted average exercise price per share, Forfeited	4.85
Weighted average exercise price per share, Expired	2.03
Weighted average exercise price per share, Outstanding	4.26	$ 3.64
Weighted average exercise price per share, Exercisable	1.32
Weighted average exercise price per share, Vested and expected to vest	$ 4.26
Weighted average remaining contractual term (years), Outstanding at ending	6 years 9 months 18 days	6 years 1 month 6 days
Weighted average remaining contractual term (years), Exercisable	5 years 1 month 28 days
Weighted average remaining contractual term (years), Vested and expected to vest	6 years 9 months 18 days
Aggregate intrinsic value, Outstanding	$ 738
Aggregate intrinsic value, Exercisable	$ 673

Stock-Based Compensation - Schedule of Fair Value of Each Stock Option Estimated Using Weighted Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	71.20%
Risk-free interest rate	3.90%
Expected term (in years)	6 years

Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Outstanding at December 31, 2023 \| shares	872,037
Number of shares, Granted \| shares	685,213
Number of shares, vested \| shares	(685,213)
Number of shares, Forfeited \| shares	(39,304)
Number of shares, Outstanding at March 31, 2024 \| shares	832,733
Weighted average grant date fair value, Outstanding at December 31, 2023 \| $ / shares	$ 11.27
Weighted Average Grant Date Fair Value, Granted \| $ / shares	1.35
Weighted Average Grant Date Fair Value, Vested \| $ / shares	1.35
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	9.39
Weighted average grant date fair value, Outstanding at March 31, 2024 \| $ / shares	$ 11.36

Leases - Additional Information (Details)	Mar. 31, 2024
Lessee, Lease, Description [Line Items]
Lease term	12 months
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lease term	7 years

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 334	$ 194
Variable lease costs	92	62
Total lease cost	$ 427	$ 256

Leases - Schedule of Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease right of use assets obtained in exchange for operating lease liabilities	$ 82	$ 1,266
Cash paid for amounts included in the measurement of lease liabilities	$ 335	$ 174
Weighted average remaining lease term (years)	2 years 8 months 12 days		2 years 10 months 24 days
Weighted average discount rate	5.00%		8.50%

Leases - Schedule of Future Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 1,020
2025	610
2026	443
2027	346
2028	136
Thereafter	17
Total	2,572
Less: imputed interest	179
Present value of lease liabilities	$ 2,393

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill balance	$ 12,200,000
Amortization of intangible assets	$ 100,000	$ 46,000

Goodwill and Intangible Assets - Summary of Intangible Assets by Major Asset Class (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross	$ 2,440	$ 2,440
Accumulated Amortization	(315)	(248)
Net Book Value	$ 2,125	$ 2,192
Patents
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	6 years 8 months 12 days	6 years 8 months 12 days
Gross	$ 450	$ 450
Accumulated Amortization	(83)	(65)
Net Book Value	$ 367	$ 385
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	10 years	10 years
Gross	$ 170	$ 170
Accumulated Amortization	(20)	(16)
Net Book Value	$ 150	$ 154
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	10 years	10 years
Gross	$ 1,820	$ 1,820
Accumulated Amortization	(212)	(167)
Net Book Value	$ 1,608	$ 1,653

Goodwill and Intangible Assets - Summary of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 203
2025	270
2026	270
2027	262
2028	260
Thereafter	860
Total	$ 2,125	$ 2,192