UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ROTH CH ACQUISITION V CO.
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
77867R209
(CUSIP Number)
December
31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
| CUSIP No. 77867R209 | Schedule 13G | Page 2 of 9 Pages |
| 1 | Name of Reporting Person
Byron Roth | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
United States | |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5 | Sole Voting Power
481,295 |
| 6 | Shared Voting Power
763,615(1) | |
| 7 | Sole Dispositive Power
481,295 | |
| 8 | Shared Dispositive Power
763,615(1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,244,910(1) | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11 | Percent of Class Represented by Amount in Row (9)
8.4% | |
| 12 | Type of Reporting Person (See Instructions)
IN | |
(1) Includes shares beneficially owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.
| CUSIP No. 77867R209 | Schedule 13G | Page 3 of 9 Pages |
| 1 | Name of Reporting Person
Gordon Roth | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
United States | |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5 | Sole Voting Power
98,951 |
| 6 | Shared Voting Power
763,615(1) | |
| 7 | Sole Dispositive Power
98,951 | |
| 8 | Shared Dispositive Power
763,615(1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
862,566(1) | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11 | Percent of Class Represented by Amount in Row (9)
5.8% | |
| 12 | Type of Reporting Person (See Instructions)
IN | |
(1) Includes shares beneficially owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.
| CUSIP No. 77867R209 | Schedule 13G | Page 4 of 9 Pages |
| 1 | Name of Reporting Person
CR Financial Holdings, Inc. | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
California | |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5 | Sole Voting Power
763,615 |
| 6 | Shared Voting Power
-0- | |
| 7 | Sole Dispositive Power
763,615 | |
| 8 | Shared Dispositive Power
-0- |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
763,615 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11 | Percent of Class Represented by Amount in Row (9)
5.1% | |
| 12 | Type of Reporting Person (See Instructions)
CO | |
| CUSIP No. 77867R209 | Schedule 13G | Page 5 of 9 Pages |
| 1 | Name of Reporting Person
John Lipman | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
United States | |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5 | Sole Voting Power
802,232 |
| 6 | Shared Voting Power
-0- | |
| 7 | Sole Dispositive Power
802,232 | |
| 8 | Shared Dispositive Power
-0- |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
802,232 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11 | Percent of Class Represented by Amount in Row (9)
5.4% | |
| 12 | Type of Reporting Person (See Instructions)
IN | |
| CUSIP No. 77867R209 | Schedule 13G | Page 6 of 9 Pages |
| 1 | Name of Reporting Person
CHLM Sponsor-5 LLC | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5 | Sole Voting Power
802,234 |
| 6 | Shared Voting Power
-0- | |
| 7 | Sole Dispositive Power
802,234 | |
| 8 | Shared Dispositive Power
-0- |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
802,234 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11 | Percent of Class Represented by Amount in Row (9)
5.4% | |
| 12 | Type of Reporting Person (See Instructions)
CO | |
| CUSIP No. 77867R209 | Schedule 13G | Page 7 of 9 Pages |
Item 1.
| (a) | Name of Issuer: Roth CH Acquisition V Co. | |
| (b) | Address of Issuer’s Principal Executive Offices: |
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
Item 2.
| (a) | Name of Person Filing: |
(i) Byron Roth
(ii) Gordon Roth
(iii) CR Financial Holdings, Inc.
(iv) John Lipman
(v) CHLM Sponsor-5 LLC
| (b) | Address of Principal Business Office or if none, Residence: |
c/o Roth CH Acquisition V Co.
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
| (c) | Citizenship: |
| (i) Byron Roth | United States |
| (ii) Gordon Roth | United States |
| (iii) CR Financial Holdings, Inc. | California |
| (iv) John Lipman | United States |
| (v) CHLM Sponsor-5 LLC | Delaware |
| (d) | Title of Class of Securities: Common Stock, $0.0001 par value |
| (e) | CUSIP Number: 77867R209 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
| (i) Byron Roth | 1,244,910 shares. Includes 763,615 shares owned by CR Financial Holdings, Inc. |
| (ii) Gordon Roth | 862,566 shares. Includes 763,615 shares owned by CR Financial Holdings, Inc. |
| (iii) CR Financial Holdings, Inc. | 763,615 shares |
| (iv) John Lipman | 802,232 shares |
| (v) CHLM Sponsor-5 LLC | 802,234 shares |
| CUSIP No. 77867R209 | Schedule 13G | Page 8 of 9 Pages |
| (b) | Percent of Class: |
| (i) Byron Roth | 8.4% |
| (ii) Gordon Roth | 5.8% |
| (iii) CR Financial Holdings, Inc. | 5.1% |
| (iv) John Lipman | 5.4% |
| (v) CHLM Sponsor-5 LLC | 5.4% |
The foregoing percentages are based on 14,836,500 shares of common stock outstanding as of December 31, 2021.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
| (1) Byron Roth | 481,295 |
| (2) Gordon Roth | 98,951 |
| (3) CR Financial Holdings, Inc. | 763,615 |
| (4) John Lipman | 802,232 |
| (5) CHLM Sponsor-5 LLC | 802,234 |
| (ii) | shared power to vote or to direct the vote: |
| (1) Byron Roth | 763,615 |
| (2) Gordon Roth | 763,615 |
| (3) CR Financial Holdings, Inc. | 0 |
| (4) John Lipman | 0 |
| (5) CHLM Sponsor-5 LLC | 0 |
| (iii) | sole power to dispose or to direct the disposition of: |
| (1) Byron Roth | 481,295 |
| (2) Gordon Roth | 98,951 |
| (3) CR Financial Holdings, Inc. | 763,615 |
| (4) John Lipman | 802,232 |
| (5) CHLM Sponsor-5 LLC | 802,234 |
| (iv) | shared power to dispose or to direct the disposition of: |
| (1) Byron Roth | 763,615 |
| (2) Gordon Roth | 763,615 |
| (3) CR Financial Holdings, Inc. | 0 |
| (4) John Lipman | 0 |
| (5) CHLM Sponsor-5 LLC | 0 |
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 77867R209 | Schedule 13G | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| /s/ Byron Roth | ||
| Byron Roth | ||
| /s/ Gordon Roth | ||
| Gordon Roth | ||
| CR FINANCIAL HOLDINGS, INC. | ||
| By: | /s/ Byron Roth | |
| Name: Byron Roth | ||
| Title: Chief Executive Officer | ||
| /s/ John Lipman | ||
| John Lipman | ||
| CHLM SPONSOR-5 LLC | ||
| By: | /s/ Steve Dyer | |
| Name: Steve Dyer | ||
| Title: Chief Executive Officer | ||