UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
| (State or
Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On November 30, 2023, Roth CH Acquisition V Co. (the “Company”) filed a supplement (the “proxy supplement”) to its proxy statement dated November 20, 2023, as supplemented on November 27, 2023, in connection with its special meeting of stockholders (the “special meeting”) initially scheduled to be held on November 30, 2023, to announce the revised terms of the funds to be deposited into the Company’s trust account in connection with each extension.
If the Extension Amendment is approved, the Company will have the right to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period (each, an “Extension”), from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO), provided that an extension amount of the lesser of $45,000 or $0.03 per public share for each one-month extension is deposited into the trust account in connection with each Extension.
Upon convening the special meeting on November 30, 2023, the Company adjourned the meeting, without conducting any business, to December 1, 2023 at 9:30 A.M., Eastern time, to allow for the stockholders of the Company to consider the information contained in the proxy supplement. Stockholders of record at the close of business on November 6, 2023 will remain entitled to vote at the adjourned meeting. Any proxies that are or have been submitted will be voted at the adjourned meeting.
Stockholders who have previously submitted shares for redemption or who have voted by proxy do not need to do anything unless they change their decision as to redemption or voting.
A copy of the proxy supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
| Exhibit Number | Description | |
| 99.1 | Proxy Supplement No. 2 dated November 30, 2023. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 30, 2023
| ROTH CH ACQUISITION V CO. | ||
| By: | /s/ John Lipman | |
| Name: | John Lipman | |
| Title: | Co-Chief Executive Officer and Co-Chairman of the Board | |
2