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Washington, D.C. 20549





Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934


February 13, 2023

Date of Report (Date of earliest event reported)



(Exact Name of Registrant as Specified in Charter)


Delaware   001-41105   86-1229207
(State or Other Jurisdiction of
  (Commission File Number)    (I.R.S. Employer
Identification Number) 


888 San Clemente Drive, Suite 400

Newport Beach, CA

(Address of Principal Executive Offices)    (Zip Code) 


Registrant’s telephone number, including area code: (949) 720-5700


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Common Stock   ROCL   The Nasdaq Stock Market LLC
Warrants   ROCLW   The Nasdaq Stock Market LLC
Units   ROCLU   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 5.07 Submission of Matters to a Vote of Security Holders.


Annual Meeting of Roth CH Acquisition V Co.


On February 13, 2023, Roth CH Acquisition V Co. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) for the purpose of approving: (i) the Director Election Proposal and (ii) the Auditor Ratification Proposal. For more information on these proposals, which are described below, please refer to the Company’s proxy statement, dated January 27, 2023. As of the record date of January 19, 2023, there were 14,836,500 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Proxies were received for 10,535,907 shares of common stock, or approximately 71.01% of the shares issued and outstanding and entitled to vote at the Annual Meeting; therefore a quorum was present.


Director Election Proposal — a proposal to re-elect the five current directors to the Company’s Board of Directors.


The five director nominees proposed by the Company’s Board of Directors were each re-elected to serve as a director until their successors are duly elected and qualified or until their earlier resignation or removal. The final voting results for each nominee were as follows:


Nominee   For   Withheld   Broker Non-Vote
Byron Roth   9,796,674   739,233   0
John Lipman   10,326,888   209,019   0
Pamela Ellison   10,326,888   209,019   0
Adam Rothstein   10,530,039   5,868   0
Sam Chawla    10,530,039   5,868   0


Auditor Ratification Proposal — a proposal to ratify the appointment of Grant Thornton LLP, as the Company’s independent registered public accounting firm, for the fiscal year ended December 31, 2022.


Stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. The Auditor Ratification Proposal received the following final voting results:


For   Against   Abstain
10,530,039   0   5,868







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 13, 2023




  By: /s/ Byron Roth
  Name: Byron Roth
  Title: Co-Chief Executive Officer and Co-Chairman of the Board