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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 30, 2023

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

 

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  

 

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