Mga Batayang Estadistika
| CIK | 1885998 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Roth Ch Acquisition V Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 11, 2024 |
Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 VIA EDGAR December 11, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Roth CH Acquisition V Co. Registration Statement on Form S-4 File No. 333-277055 Ladies and Gentlemen: Roth CH Acquisition V Co.. (the "Registrant") previously filed the above-r |
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| December 9, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 December 2, 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) (Comm |
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| December 5, 2024 |
Submission of Matters to a Vote of Security Holders 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) (Com |
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| November 29, 2024 |
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 26, 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) (Com |
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| November 29, 2024 |
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 26, 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) (Com |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
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| November 19, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 R |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41105 CUSIP NUMBER 77867R 100 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ T |
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| November 12, 2024 |
Exhibit 99.3 1 November 2024 HELIUM CORP 2 Disclaimer This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt. It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combinatio |
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| November 12, 2024 |
Exhibit 99.2 Roth CH Acquisition V (NASDAQ: ROCL, ROCLU, ROCLW) Announces Merger Candidate New Era Helium Corp.’s Letter of Intent to Form a Joint Venture with Leading AI Datacenter Developer Sharon AI NEWPORT BEACH, Calif., – November 12th, 2024 — Roth CH Acquisition V Co. (NASDAQ: ROCL, ROCLU, ROCLW) (“RothCH”) today announces that Sharon AI, Inc. (“Sharon AI”) a High-Performance Computing busin |
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| November 12, 2024 |
Exhibit 99.2 Roth CH Acquisition V (NASDAQ: ROCL, ROCLU, ROCLW) Announces Merger Candidate New Era Helium Corp.’s Letter of Intent to Form a Joint Venture with Leading AI Datacenter Developer Sharon AI NEWPORT BEACH, Calif., – November 12th, 2024 — Roth CH Acquisition V Co. (NASDAQ: ROCL, ROCLU, ROCLW) (“RothCH”) today announces that Sharon AI, Inc. (“Sharon AI”) a High-Performance Computing busin |
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| November 12, 2024 |
Exhibit 99.1 Roth CH Acquisition V Co. Announces Effectiveness of Registration Statement for Proposed Business Combination with New Era Helium Corp. Special Meeting of Roth CH Acquisition V Co. Stockholders is Scheduled for November 26, 2024 FOR IMMEDIATE RELEASE NEWPORT BEACH, Calif – November 11, 2024. Roth CH Acquisition V Co. (“ROCL”) (NASDAQ: ROCL, ROCLU, ROCLW), a publicly traded special pur |
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| November 12, 2024 |
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 11, 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) (Com |
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| November 12, 2024 |
Exhibit 99.1 Roth CH Acquisition V Co. Announces Effectiveness of Registration Statement for Proposed Business Combination with New Era Helium Corp. Special Meeting of Roth CH Acquisition V Co. Stockholders is Scheduled for November 26, 2024 FOR IMMEDIATE RELEASE NEWPORT BEACH, Calif – November 11, 2024. Roth CH Acquisition V Co. (“ROCL”) (NASDAQ: ROCL, ROCLU, ROCLW), a publicly traded special pur |
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| November 12, 2024 |
Exhibit 99.3 1 November 2024 HELIUM CORP 2 Disclaimer This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt. It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combinatio |
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| November 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 11, 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) (Com |
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| November 8, 2024 |
Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 November 8, 2024 Via EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Claudia Rios Laura Nicholson Re: Roth CH Acquisition V Co. Preliminary Proxy Statement on Schedule 14A Filed October 25, 2024 File No. |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ |
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| November 7, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| October 31, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of August 8, 2024 This Second Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V ME |
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| October 31, 2024 |
Exhibit 10.3 FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 30, 2024 This Fourth Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH |
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| October 31, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 August 8, 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) (Commis |
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| October 31, 2024 |
Exhibit 10.2 THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 11, 2024 This Third Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V |
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| October 25, 2024 |
PRE 14A 1 tm2426848d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted b |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH C |
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| July 5, 2024 |
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 July 3, 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) (Commissi |
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| June 11, 2024 |
First Amendment to the Business Combination Agreement and Plan of Reorganization Exhibit 10.1 FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of June 5, 2024 This First Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER |
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| June 11, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of June 5, 2024 This First Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER |
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| June 11, 2024 |
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 June 5, 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) (Commissi |
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| June 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 June 5, 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) (Commissi |
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| June 3, 2024 |
Exhibit 10.1 FINANCIAL MARKETING SERVICES AGREEMENT THIS FINANCIAL MARKETING SERVICES AGREEMENT, including all schedules attached hereto (the “Agreement), is made as of May 21, 2024 (the “Effective Date”). BETWEEN: IDR Marketing, Inc., a California Corporation with its registered office located at 100 Oceangate, 12th Floor, Long Beach, CA, USA, 90802 (“IDR”) *Agency of Record moving forward to be |
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| June 3, 2024 |
Exhibit 10.2 New Era Helium Corp. 4501 Santa Rosa Drive, Midland, TX 79707 May 30, 2024 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Attention: Byron Roth Re: IDR Marketing Inc. Ladies and Gentlemen: On January 3, 2024, Roth CH Acquisition V Co., a Delaware corporation (“ROCL”), entered into a Business Combination Agreement and Plan of Reorganization, by and |
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| June 3, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 May 30, 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) (Commissi |
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| May 17, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 May 13, 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) (Commissi |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH |
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| May 13, 2024 |
Helium Tolling Agreement with Keyes Helium Company Exhibit 10.16 |
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| May 13, 2024 |
Exhibit 10.15 DocuSign Envelope ID: 1F4BAF45-23C3-4EEE-827E-9CBD836D7DB0 FIRST AMENDMENT TO THE CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM This FIRST AMENDMENT TO THE CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM (“First Amendment”) is effective as of October 1, 2023 and is made by and among NEH MIDSTREAM LLC (“Seller”), AIRLIFE GASES USA INC. (“Buyer”), and SOLIS PARTNERS, L.L.C. (“Pledgor |
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| May 13, 2024 |
Exhibit 99.5 HYDROCARBON |
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| May 13, 2024 |
Employment Agreement with Michael J. Rugen Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 15, 2024 (this “Agreement”), is made and entered into by and between New Era Helium Corp., a Nevada corporation (the “Company”), and E. Will Gray II (the “Executive” and, together with the Company, the “Parties” and, individually, a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanin |
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| May 13, 2024 |
Percent of Proceeds Gas Purchase Agreement between IACX Roswell LLC and Solis Partners, LLC Exhibit 10.13 PERCENT OF PROCEEDS GAS PURCHASE AGREEMENT By and Between IACX Roswell LLC And Solis Partners, LLC June 1, 2021 IACX ROSWELL CONTRACT NO. ROS21 001 CONFIDENTIAL Table of Contents ARTICLE 1 -Term, Dedication and Receipt Points............................................................................1 ARTICLE 2- Right to Process and Market............................................. |
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| May 13, 2024 |
Employment Agreement with E. Will Gray Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 15, 2024 (this “Agreement”), is made and entered into by and between New Era Helium Corp., a Nevada corporation (the “Company”), and Michael J. Rugen (the “Executive” and, together with the Company, the “Parties” and, individually, a “Party”). Capitalized terms used herein and not otherwise defined shall have the meani |
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| May 13, 2024 |
Gaseous Helium Sales Agreement between NEH Midstream LLC and Matheson Tri-Gas, Inc Exhibit 10.17 |
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| May 13, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 10 , 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 10 , 2024 Registration No. 333-277055 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE Securities Act Of 1933 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) Delaware 6770 86-1229207 (State or other j |
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| May 13, 2024 |
Contract for Sale and Purchase of Liquid Helium between NEH Midstream LLC and Airlife Gases USA Inc. Exhibit 10.14 CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM THIS AGREEMENT made as of August 25, 2023 (the “Effective Date”) by and among NEH MIDSTREAM LLC, a limited liability company organized and existing under the laws of the State of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as "Seller") and AIRLIFE GASES USA INC., a Delaware corporation w |
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| May 13, 2024 |
Exhibit 10.18 |
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| May 10, 2024 |
Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 May 10, 2024 Via EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jennifer O’Brien Raj Rajan Claudia Rios Laura Nicholson Re: Roth CH Acquisition V Co. Registration Statement on Form S-4 Filed February 14, |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUIS |
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| April 1, 2024 |
Exhibit 97.1 ROTH CH ACQUISITION V CO. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopt |
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| April 1, 2024 |
Exhibit 21.1 List of Subsidiaries None. |
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| April 1, 2024 |
Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K, Roth CH Acquisition V Co. (the “Company,” “we,” “us,” or “our”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch |
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| March 28, 2024 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| March 28, 2024 |
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 March 27, 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) (Commis |
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| February 22, 2024 |
ROCL / Roth Ch Acquisition V Co. / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolinrocl123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roth CH Acquisition V Co. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 77867R100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 14, 2024 |
Consent of Phil Kornbluth to be named as a director Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of New Era Helium Inc., a Delaware corporation (the “Combined Company”), and to all other references to me, included in Roth CH Acquisition V Co.’s Registration Statement on For |
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| February 14, 2024 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) Roth CH Acquisition V Co. |
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| February 14, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 14, 2024 Registration No. [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE Securities Act Of 1933 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) Delaware 6770 86-1229207 (State or other jurisdiction of incorpo |
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| February 14, 2024 |
US77867R1005 / Roth CH Acquisition V Co. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0. |
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| February 14, 2024 |
ROCL / Roth Ch Acquisition V Co. / Roth Byron - SC 13G Passive Investment SC 13G 1 tm246264d1sc13g.htm SC 13G 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, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2024 |
Consent of Ondrej Sestak to be named as a director Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of New Era Helium Inc., a Delaware corporation (the “Combined Company”), and to all other references to me, included in Roth CH Acquisition V Co.’s Registration Statement on For |
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| February 14, 2024 |
Consent of E. Will Gray II to be named as a director Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of New Era Helium Inc., a Delaware corporation (the “Combined Company”), and to all other references to me, included in Roth CH Acquisition V Co.’s Registration Statement on For |
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| February 14, 2024 |
Exhibit 99.5 LIST OF ECONOMIC TABLES Table No. Summary Economic Analysis Cash Flow Total Proved + Probable + Possible....................................................................... 1 Proved Developed Producing ................................................................................ 2 Proved Developed Non-Producing .................................................................... |
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| February 13, 2024 |
EX-99.A 2 d744235dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d744235dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
ROCL / Roth Ch Acquisition V Co. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d744235dsc13g.htm SC 13G 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 Shares (Title of Class of Securities) 77867R209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Roth CH Acquisition V Co (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 77867R100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th |
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| January 17, 2024 |
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 January 17, 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) (Comm |
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| January 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 January 17, 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) (Comm |
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| January 17, 2024 |
Exhibit 99.2 1 HELIUM CORP January 2024 Disclaimer This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, o r a recommendation to purchase any equity o r debt . It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combinatio |
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| January 17, 2024 |
Exhibit 99.1 New Era Helium Corp. and Roth CH Acquisition V Co. announce the Filing of an Investor Presentation for the Proposed Business Combination MIDLAND, TX – January 17, 2024 – Roth CH Acquisition V Co. (NASDAQ: ROCL) (“Roth CH” or “Roth CH V”)), a special purpose acquisition company, and New Era Helium Corp. (“New Era”, “NEH” or the “Company”), an exploration and production (“E&P”) company |
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| January 17, 2024 |
Exhibit 99.1 New Era Helium Corp. and Roth CH Acquisition V Co. announce the Filing of an Investor Presentation for the Proposed Business Combination MIDLAND, TX – January 17, 2024 – Roth CH Acquisition V Co. (NASDAQ: ROCL) (“Roth CH” or “Roth CH V”)), a special purpose acquisition company, and New Era Helium Corp. (“New Era”, “NEH” or the “Company”), an exploration and production (“E&P”) company |
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| January 17, 2024 |
Exhibit 99.2 1 HELIUM CORP January 2024 Disclaimer This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, o r a recommendation to purchase any equity o r debt . It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combinatio |
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| January 5, 2024 |
Exhibit 10.2 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (the “Acquiror”), and each of the stockholders of the Company whose name appears on the signature pages to this Agreement (each, a “Holder” a |
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| January 5, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among ROTH CH ACQUISITION V CO., ROTH CH V MERGER SUB CORP., and NEW ERA HELIUM CORP. Dated as of January 3, 2024 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Further Definitions 14 SECTION 1.03 Construction 16 Article II. AGREEMENT AND PLAN OF MERGER 16 SECTION 2.01 The |
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| January 5, 2024 |
Form of Amended and Restated Registration Rights Agreement. Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [DATE], is made and entered into by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), certain investors who were party to the original Registration Rights Agreement with the Company (the “Existing Holders”), and the under |
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| January 5, 2024 |
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 January 3, 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) (Commi |
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| January 5, 2024 |
Exhibit 10.5 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 January 2, 2024 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 New Era Helium Corp. 4501 Santa Rosa Drive Midland, Texas 79707 To whom it may concern: Reference is made to the business combin |
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| January 5, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among ROTH CH ACQUISITION V CO., ROTH CH V MERGER SUB CORP., and NEW ERA HELIUM CORP. Dated as of January 3, 2024 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Further Definitions 14 SECTION 1.03 Construction 16 Article II. AGREEMENT AND PLAN OF MERGER 16 SECTION 2.01 The |
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| January 5, 2024 |
Exhibit 10.1 INSIDER SUPPORT AGREEMENT This INSIDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (“Roth CH”), and each of the stockholders of Roth CH whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, |
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| January 5, 2024 |
Exhibit 10.2 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (the “Acquiror”), and each of the stockholders of the Company whose name appears on the signature pages to this Agreement (each, a “Holder” a |
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| January 5, 2024 |
Exhibit 10.4 Form of Lock-Up Agreement [DATE] Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that New Era Helium Corp., a Nevada corporation (“NEH”) has entered into a Business Combination Agreement (the “Business Combination Agreement”) with Roth CH Acquisition V Co., a Delaware corporation (the “Company”), pro |
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| January 5, 2024 |
Form of Amended and Restated Registration Rights Agreement. Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [DATE], is made and entered into by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), certain investors who were party to the original Registration Rights Agreement with the Company (the “Existing Holders”), and the under |
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| January 5, 2024 |
Exhibit 10.1 INSIDER SUPPORT AGREEMENT This INSIDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (“Roth CH”), and each of the stockholders of Roth CH whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, |
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| January 5, 2024 |
Exhibit 10.5 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 January 2, 2024 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 New Era Helium Corp. 4501 Santa Rosa Drive Midland, Texas 79707 To whom it may concern: Reference is made to the business combin |
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| January 5, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 January 3, 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) (Commi |
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| January 5, 2024 |
Exhibit 10.4 Form of Lock-Up Agreement [DATE] Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that New Era Helium Corp., a Nevada corporation (“NEH”) has entered into a Business Combination Agreement (the “Business Combination Agreement”) with Roth CH Acquisition V Co., a Delaware corporation (the “Company”), pro |
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| January 5, 2024 |
Filed by Roth CH Acquisition V Co. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Roth CH Acquisition V Co. (SEC File No.: 001-41105) The following communication was posted by E. Will Gray II, CEO of New Era Helium Corp., on LinkedIn on January 4, 2024. Important Addi |
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| January 4, 2024 |
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 January 3, 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) (Commi |
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| January 4, 2024 |
Combination Is Expected to Value New Era Helium Corp at $90 Million Pre-Money Exhibit 99.1 New Era Helium Corp. to List on NASDAQ Through Merger with Roth CH Acquisition V Co. Combination Is Expected to Value New Era Helium Corp at $90 Million Pre-Money MIDLAND, TX & NEWPORT BEACH, CA, January 4, 2024 - New Era Helium Corp. (“NEH” or the “Company”), an exploration and production (“E&P”) company that sources helium produced in association with the production of natural gas r |
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| January 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 January 3, 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) (Commi |
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| January 4, 2024 |
Combination Is Expected to Value New Era Helium Corp at $90 Million Pre-Money Exhibit 99.1 New Era Helium Corp. to List on NASDAQ Through Merger with Roth CH Acquisition V Co. Combination Is Expected to Value New Era Helium Corp at $90 Million Pre-Money MIDLAND, TX & NEWPORT BEACH, CA, January 4, 2024 - New Era Helium Corp. (“NEH” or the “Company”), an exploration and production (“E&P”) company that sources helium produced in association with the production of natural gas r |
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| December 6, 2023 |
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) (Com |
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| December 4, 2023 |
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) (Com |
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| December 4, 2023 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ROCL Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION V CO. December 1, 2023 Roth CH Acquisition V Co., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Roth CH Acquisition V Co.”. 2. The Corporation’s Certificate of Inco |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| November 30, 2023 |
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) (Com |
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| November 30, 2023 |
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 its charter) Delaware 001-41105 86-1229207 (State or other jurisdiction of incorporation) |
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| November 30, 2023 |
Exhibit 99.1 ROTH CH ACQUISITION V CO. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 SUPPLEMENT NO. 2 TO PROXY STATEMENT DATED NOVEMBER 20, 2023 FOR SPECIAL MEETING OF STOCKHOLDERS OF ROTH CH ACQUISITION V CO. Dear Stockholders of Roth CH Acquisition V Co.: This proxy supplement is being filed to update and supplement the information contained in the proxy statement dated November 20, |
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| November 27, 2023 |
Exhibit 99.1 ROTH CH ACQUISITION V CO. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 SUPPLEMENT TO PROXY STATEMENT DATED NOVEMBER 20, 2023 FOR SPECIAL MEETING OF STOCKHOLDERS OF ROTH CH ACQUISITION V CO. Dear Stockholders of Roth CH Acquisition V Co.: You have previously received definitive proxy materials dated November 20, 2023 (the “Proxy Statement”) in connection with the special m |
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| November 27, 2023 |
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 27, 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) (Com |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUISITION |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41105 CUSIP NUMBER 77867R 100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| October 30, 2023 |
Roth CH Acquisition V Co. and Slacker Announce Expiration of Letter of Intent Exhibit 99.1 Roth CH Acquisition V Co. and Slacker Announce Expiration of Letter of Intent October 30, 2023, Roth CH Acquisition V Co. (the “Company” or “ROCL”) announced today that the exclusivity in its letter of intent with Slacker, Inc., LiveOne’s (Nasdaq: LVO) wholly owned subsidiary (“Slacker”), has expired and the parties have mutually agreed to terminate discussions with respect to a poten |
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| October 30, 2023 |
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 October 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) (Comm |
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| October 12, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 October 9, 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) (Commi |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH C |
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| July 28, 2023 |
Promissory Note dated July 26, 2023 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| July 28, 2023 |
Form of Amendment to Non-Redemption Agreement Exhibit 10.1 AMENDMENT TO NON-REDEMPTION AGREEMENT This AMENDMENT TO VOTING AND NON-REDEMPTION AGREEMENT, dated as of , 2023 (this “Amendment”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and (“Shareholder”). WHEREAS, the parties hereto entered into that certain Voting and Non-Redemption Agreement dated as of , 2023 (the “Original Non-Redemption Agreement |
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| July 28, 2023 |
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 July 20, 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) (Commiss |
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| May 18, 2023 |
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 May 17, 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) (Commissi |
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| May 18, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION V CO. May 17, 2023 Roth CH Acquisition V Co., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Roth CH Acquisition V Co.”. 2. The Corporation’s Certificate |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41105 CUSIP NUMBER 77867R 100 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans |
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| May 16, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH |
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| May 15, 2023 |
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 May 15, 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) (Commissi |
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| May 15, 2023 |
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 May 15, 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) (Commissi |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy S |
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| May 4, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 May 4, 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) (Commissio |
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| May 4, 2023 |
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 May 4, 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) (Commissio |
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| May 3, 2023 |
Form of Non-Redemption Agreement. Exhibit 10.1 NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT, dated as of , 2023 (this “Agreement”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and (“Shareholder”). WHEREAS, the Company was formed for the purpose of conducting a business combination with one or more entities; WHEREAS, the amended and restated certificate of incorporation |
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| May 3, 2023 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT, dated as of , 2023 (this “Agreement”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and (“Shareholder”). WHEREAS, the Company was formed for the purpose of conducting a business combination with one or more entities; WHEREAS, the amended and restated certificate of incorporation |
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| May 3, 2023 |
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 May 3, 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) (Commissio |
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| May 3, 2023 |
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 May 3, 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) (Commissio |
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| April 28, 2023 |
LiveOne’s Slacker and Roth CH Acquisition V Co. Announce Letter of Intent to Merge Filed by Roth CH Acquisition V Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Roth CH Acquisition V Co. Commission File No.: 001-41105 LiveOne’s Slacker and Roth CH Acquisition V Co. Announce Letter of Intent to Merge - Deal Is Expected to Value Slacker at $160 Million Pre-Money - Slacker Su |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| March 31, 2023 |
Exhibit 21.1 List of Subsidiaries None. |
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| March 31, 2023 |
Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K, Roth CH Acquisition V Co. (the “Company,” “we,” “us,” or “our”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4110 |
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| February 14, 2023 |
US77867R1005 / Roth CH Acquisition V Co. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
Submission of Matters to a Vote of Security Holders 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 February 13, 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) (Com |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roth CH Acquisition V Co (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 77867R100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2023 |
ROCL / Roth CH Acquisition V Co / Shaolin Capital Management LLC Passive Investment SC 13G 1 rocl.htm 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, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| December 19, 2022 |
Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] December 19, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Ameen Hamady Re: Roth CH Acquisition V Co. Form 10-K for the fiscal year ended Decemb |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: |
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| August 12, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41105 ROTH CH ACQUIS |
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| April 1, 2022 |
Exhibit 21.1 List of Subsidiaries of Roth CH Acquisition V Co. None. |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-K 1 tm228520d2nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41105 CUSIP NUMBER 77867R 100 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F |
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| April 1, 2022 |
Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Roth CH Acquisition V Co. (the ?Company,? ?we,? ?us,? or ?our?) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exch |
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| March 2, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2022 Date of Report (Date of earliest event reported) Roth CH Acquisition V Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41105 83-1229207 (State or other jurisdiction of incorporation) (Commiss |
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| February 14, 2022 |
ROCL / Roth CH Acquisition V Co / Roth Byron - SC 13G Passive Investment 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 pu |
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| February 14, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0. |
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| December 10, 2021 |
ROCL / Roth CH Acquisition V Co / Saba Capital Management, L.P. - FORM SC 13G Passive Investment SC 13G 1 formsc13g.htm FORM SC 13G 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 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| December 9, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2134799d18k.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 3, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition V Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41105 83-1229207 (State or other jurisdi |
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| December 9, 2021 |
SANDERS MORRIS HARRIS LLC - SANDERS MORRIS HARRIS LLC SC 13G/A 1 roclua1.htm SANDERS MORRIS HARRIS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROTH CH ACQUISITION V CO (Name of Issuer) Common Stock (Title of Class of Securities) 77867R209 (CUSIP Number) December 01, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| December 9, 2021 |
ROTH CH ACQUISITION V CO. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 ROTH CH ACQUISITION V CO. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 3, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Roth CH Acquisition V Co. Opinion on the financial statement We have audited the accompanying bal |
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| December 3, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 30, 2021, by and between Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), and Aaron Gurewitz (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provi |
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| December 3, 2021 |
EX-4.1 4 tm2134308d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). WHEREAS, the Company is engaged in a publ |
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| December 3, 2021 |
Exhibit 10.1 November 30, 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you |
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| December 3, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of November 30, 2021, by and among Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), and the undersigned parties listed under ?Investors? on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Company desi |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition V Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41105 83-1229207 (State or other jurisdiction of incorporation) (Commiss |
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| December 3, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of November 30, 2021 by and between Roth CH Acquisition V Co. (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-260907 (?Registration Sta |
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| December 3, 2021 |
EX-10.3 7 tm2134308d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of November 30, 2021 (“Agreement”), is by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental |
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| December 3, 2021 |
Amended and Restated Certificate of Incorporation of ROCL EX-3.1 3 tm2134308d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION V CO. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Roth CH Acquisition V Co., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Co-Chief Executive Officer, hereby certifies as follows: 1. The name of the |
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| December 3, 2021 |
EX-10.7 11 tm2134308d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 November 30, 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereb |
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| December 3, 2021 |
EX-1.1 2 tm2134308d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units ROTH CH ACQUISITION V CO. UNDERWRITING AGREEMENT November 30, 2021 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 As Representatives of the several Underwriters Dear Sirs: 1. INTRODUCTORY. Roth CH Acquisition V Co., a |
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| December 3, 2021 |
Exhibit 10.5 November 30, 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Roth CH Acquisition V Co. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), |
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| December 2, 2021 |
ROTH CH ACQUISITION V CO. 10,000,000 UNITS Filed Pursuant to Rule 424(b)(4) Registration No. 333-260907 PROSPECTUS $100,000,000 ROTH CH ACQUISITION V CO. 10,000,000 UNITS This prospectus has been prepared for and will be used by Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”) in connection with offers and sales of our units in certain market making transactions effected from time to time. These trans |
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| December 2, 2021 |
ROTH CH ACQUISITION V CO. 10,000,000 UNITS Filed Pursuant to Rule 424(b)(4) Registration No. 333-260907 PROSPECTUS $100,000,000 ROTH CH ACQUISITION V CO. 10,000,000 UNITS Roth CH Acquisition V Co., which we refer to as “we,” “us” or “our company,” is a blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or othe |
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| November 29, 2021 |
November 29, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Roth CH Acquisition V Co. Registration Statement on Form S-1 File No. 333-260907 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the ?Act?), the undersigned hereby joins in the request of Roth CH Acquisition |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Roth CH Acquisition V Co. (Exact name of registrant as specified in its charter) Delaware 86-1229207 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification |
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| November 29, 2021 |
Roth CH Acquisition V Co 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth CH Acquisition V Co 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 November 29, 2021 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U. |
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| November 24, 2021 |
Form of Business Combination Marketing Agreement. Exhibit 10.7 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 [?], 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Roth CH Acquisition V Co., a Delaware corporation (? |
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| November 24, 2021 |
Certificate of Amendment to Certificate of Incorporation. EX-3.3 3 tm2129486d3ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 |
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| November 24, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 10,000,000 |
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| November 24, 2021 |
Exhibit 4.1 NUMBER [?] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS ROTH CH ACQUISITION V CO. CUSIP 77867R209 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT EACH WHOLE WARRANT TO PURCHASE ONE WHOLE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of common stock, par value $0.0001 per share (?Common Stock?), of Ro |
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| November 24, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 10,000,000 Units ROTH CH ACQUISITION V CO. UNDERWRITING AGREEMENT , 2021 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 As Representatives of the several Underwriters Dear Sirs: 1. INTRODUCTORY. Roth CH Acquisition V Co., a Delaware corporation (the “Company”), proposes to se |
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| November 24, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), and the undersigned parties listed under ?Investors? on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Company desire to en |
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| November 24, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 24, 2021. As filed with the U.S. Securities and Exchange Commission on November 24, 2021. Registration No. 333-260907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) Delaware 6770 86-1229207 (State or other jurisdiction |
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| November 24, 2021 |
Exhibit 99.4 CONSENT Roth CH Acquisition V Co. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement a |
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| November 24, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Roth CH Acquisition V Co. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-260907 (“Registration Statement”) |
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| November 24, 2021 |
Exhibit 99.6 CONSENT Roth CH Acquisition V Co. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement a |
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| November 24, 2021 |
Exhibit 99.5 CONSENT Roth CH Acquisition V Co. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement a |
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| November 24, 2021 |
Exhibit 10.5 [?], 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Roth CH Acquisition V Co. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in conn |
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| November 24, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), is by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporati |
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| November 24, 2021 |
Exhibit 10.1 [?], 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accor |
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| November 9, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 10,000,000 Units ROTH CH ACQUISITION V CO. UNDERWRITING AGREEMENT , 2021 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 As Representatives of the several Underwriters Dear Sirs: 1. INTRODUCTORY. Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), proposes to se |
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| November 9, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION V CO. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Roth CH Acquisition V Co., a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Co-Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is ?Roth CH Acquisition V Co.? |
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| November 9, 2021 |
Exhibit 4.3 FORM OF WARRANT NUMBER [?] WARRANTS (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) ROTH CH ACQUISITION V CO. CUSIP 77867R118 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the ?Warrant(s)?) to purchase one fully paid and non-assessable share of Common Stock, par va |
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| November 9, 2021 |
Exhibit 3.4 BYLAWS OF Roth CH Acquisition V Co. - A Delaware Corporation - BY-LAWS OF ROTH CH ACQUISITION V CO. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both withi |
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| November 9, 2021 |
Certificate of Amendment to Certificate of Incorporation. Exhibit 3.2 CERTIFICATE OF AMENDMENT TOTHE CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION V CO. I, Byron Roth, being the Chief Executive Officer of Roth CH Acquisition V Co., a corporation existing under the laws of the State of Delaware (the "Corporation"), do hereby certify as follows:: FIRST: The name of the Corporation is Roth CH Acquisition V Co. SECOND: The original Certificate of Incor |
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| November 9, 2021 |
Exhibit 99.1 AUDIT COMMITTEE CHARTER OF ROTH CH ACQUISITION V CO. Adopted: [?], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the ?Board?) of Roth CH Acquisition V Co. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Audit Committee takes an action, it shall exercise its independent judgment on an info |
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| November 9, 2021 |
Exhibit 4.1 NUMBER [●] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS ROTH CH ACQUISITION V CO. CUSIP 77867R209 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE WARRANT EACH WHOLE WARRANT TO PURCHASE ONE WHOLE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of R |
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| November 9, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire to en |
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| November 9, 2021 |
Exhibit 10.5 [?], 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Roth CH Acquisition V Co. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in conn |
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| November 9, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate p |
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| November 9, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION V CO. THE UNDERSIGNED, in order to form a corporation for the purposes herein stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is Roth CH Acquisition V Co., (hereinafter called the "Corporation"). SECOND: The registered |
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| November 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 9, 2021. S-1 1 tm2129486d2s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on November 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROTH CH ACQUISITION V CO. (Exact name of registrant as specified in its charter) Delaware 6770 86-1229207 (State or other jurisdi |
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| November 9, 2021 |
EX-10.1 11 tm2129486d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter |
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| November 9, 2021 |
Specimen Common Stock Certificate. Exhibit 4.2 NUMBER [●] SHARES ROTH CH ACQUISITION V CO. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 77867R100 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK PAR VALUE OF $0.0001 PER SHARE OF ROTH CH ACQUISITION V CO. transferable on the books of Roth CH Acquisition V Co., a Delaware corporatio |
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| November 9, 2021 |
Form of Business Combination Marketing Agreement. Exhibit 10.7 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Dr. Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 [?], 2021 Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Roth CH Acquisition V Co., a Delaware corporation (? |
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| November 9, 2021 |
EX-99.3 22 tm2129486d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 COMPENSATION COMMITTEE CHARTER OF ROTH CH ACQUISITION V CO. Adopted: [●], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Roth CH Acquisition V Co. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee tak |
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| November 9, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Roth CH Acquisition V Co., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 10,000,000 |
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| November 9, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of [?], 2021 by and between Roth CH Acquisition V Co. (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-[?] (?Registration Statement?), f |
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| November 9, 2021 |
Exhibit 14.1 CODE OF CONDUCT AND ETHICS 1. Introduction The Board of Directors of Roth CH Acquisition V Co. (the ?Board of Directors?) has adopted this code of conduct and ethics (this ?Code?), which is applicable to all directors, officers and employees, to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and profes |
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| November 9, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), is by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporati |
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| November 9, 2021 |
Exhibit 99.2 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF ROTH CH ACQUISITION V CO. Adopted: [?], 2021 The responsibilities and powers of the Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Roth CH Acquisition V Co. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Committe |
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| October 8, 2021 |
Confidentially submitted to the U.S. Securities and Exchange Commission on October 7, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURIT |
