false 0001885998 0001885998 2024-11-29 2024-11-29 0001885998 us-gaap:CommonStockMember 2024-11-29 2024-11-29 0001885998 rocl:WarrantsMember 2024-11-29 2024-11-29 0001885998 rocl:UnitsMember 2024-11-29 2024-11-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Securities Exchange Act of 1934

 

November 29, 2024

Date of Report (Date of earliest event reported)

 

ROTH CH ACQUISITION V CO.

(Exact Name of Registrant as Specified in Charter)

 

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

 

888 San Clemente Drive, Suite 400

Newport Beach, CA

  92660
(Address of Principal Executive Offices)    (Zip Code) 

 

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

 

Not Applicable

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company 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.

 

Roth CH V Acquisition Co., a Delaware corporation (“ROCL” or the “Company”) held a special meeting of stockholders of the Company (the “Meeting”) on November 29, 2024 at 10:00 a.m. Eastern Time via live webcast. There were 4,919,297 shares of the Company common stock outstanding on the record date, October 28, 2024.

 

There were 4,192,387 shares of the Company common stock present at said meeting in person or represented by proxy, which is 85.22% of the total outstanding shares, thereby constituting a quorum. Summarized below are the results of the matter voted on at the Meeting.

 

Proposal 1. Extension Amendment Proposal

 

A proposal (the “Extension Amendment Proposal”) to allow the Company, without further stockholder approval, to amend ROCL’s amended and restated certificate of incorporation to extend the date by which ROCL has to consummate a business combination up to six (6) times, each such extension for an additional one (1) month period, from December 3, 2024 to June 3, 2025.. The Extension Amendment Proposal received the following votes:

 

FOR  AGAINST  ABSTAIN  BROKER NON-VOTES
4,154,916  37,471  20  0

 

The proposal was approved.

 

 

 

 

SIGNATURES

 

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

 

Dated: December 5, 2024

 

ROTH CH ACQUISITION V CO.  
     
By: /s/ John Lipman  
Name: John Lipman  
Title: Co-Chief Executive Officer and Co-Chairman of the Board