UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*

 

ROTH CH ACQUISITION IV CO.

(Name of Issuer)

 

Common Stock, $0.0001 par value
(Title of Class of Securities)

 

77867P104
(CUSIP Number)

 

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following page(s))

Page 1 of 9 Pages

 

 

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 2 of 9 Pages

 

1

Name of Reporting Person

 

Byron Roth

2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) ¨
3 SEC Use Only
4

Citizenship or Place of Organization

 

United States


Number of Shares
Beneficially
Owned By Each
Reporting Person
With:
5

Sole Voting Power

 

480,609

6

Shared Voting Power

 

762,528(1)

7

Sole Dispositive Power

 

480,609

8

Shared Dispositive Power

 

762,528(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,243,137(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ¨
11

Percent of Class Represented by Amount in Row (9)

 

8.4%

12

Type of Reporting Person (See Instructions)

 

IN

 

 

(1) Includes shares beneficially owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 3 of 9 Pages

 

1

Name of Reporting Person

 

Gordon Roth

2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) ¨
3 SEC Use Only
4

Citizenship or Place of Organization

 

United States


Number of Shares
Beneficially
Owned By Each
Reporting Person
With:
5

Sole Voting Power

 

98,810

6

Shared Voting Power

 

762,528(1)

7

Sole Dispositive Power

 

98,810

8

Shared Dispositive Power

 

762,528(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

861,338(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ¨
11

Percent of Class Represented by Amount in Row (9)

 

5.8%

12

Type of Reporting Person (See Instructions)

 

IN

 

 

(1) Includes shares beneficially owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 4 of 9 Pages

 

1

Name of Reporting Person

 

CR Financial Holdings, Inc.

2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) ¨
3 SEC Use Only
4

Citizenship or Place of Organization

 

California


Number of Shares
Beneficially
Owned By Each
Reporting Person
With:
5

Sole Voting Power

 

762,528

6

Shared Voting Power

 

-0-

7

Sole Dispositive Power

 

762,528

8

Shared Dispositive Power

 

-0-

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

762,528

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ¨
11

Percent of Class Represented by Amount in Row (9)

 

5.1%

12

Type of Reporting Person (See Instructions)

 

CO

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 5 of 9 Pages

 

1

Name of Reporting Person

 

John Lipman

2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) ¨
3 SEC Use Only
4

Citizenship or Place of Organization

 

United States


Number of Shares
Beneficially
Owned By Each
Reporting Person
With:
5

Sole Voting Power

 

801,091

6

Shared Voting Power

 

-0-

7

Sole Dispositive Power

 

801,091

8

Shared Dispositive Power

 

-0-

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

801,091

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ¨
11

Percent of Class Represented by Amount in Row (9)

 

5.4%

12

Type of Reporting Person (See Instructions)

 

IN

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 6 of 9 Pages

 

1

Name of Reporting Person

 

CHLM Sponsor LLC

2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) ¨
3 SEC Use Only
4

Citizenship or Place of Organization

 

Delaware


Number of Shares
Beneficially
Owned By Each
Reporting Person
With:
5

Sole Voting Power

 

801,091

6

Shared Voting Power

 

-0-

7

Sole Dispositive Power

 

801,091

8

Shared Dispositive Power

 

-0-

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

801,091

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ¨
11

Percent of Class Represented by Amount in Row (9)

 

5.4%

12

Type of Reporting Person (See Instructions)

 

CO

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 7 of 9 Pages

 

Item 1.

 

(a)Name of Issuer: Roth CH Acquisition IV Co.
   
(b)Address of Issuer’s Principal Executive Offices:

 

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

 

Item 2.

 

(a)Name of Person Filing:

 

(i) Byron Roth

(ii) Gordon Roth

(iii) CR Financial Holdings, Inc.

(iv) John Lipman

(v) CHLM Sponsor LLC

 

(b)Address of Principal Business Office or if none, Residence:

 

c/o Roth CH Acquisition IV Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

 

(c)Citizenship:

 

(i) Byron Roth United States
(ii) Gordon Roth United States
(iii) CR Financial Holdings, Inc. California
(iv) John Lipman United States
(v) CHLM Sponsor LLC Delaware

 

(d)Title of Class of Securities: Common Stock, $0.0001 par value

 

(e)CUSIP Number: 77867P104

 

Item 3.Not Applicable

 

Item 4.Ownership.

 

(a)Amount Beneficially Owned:

 

(i) Byron Roth 1,243,137 shares. Includes 762,528 shares owned by CR Financial Holdings, Inc.
(ii) Gordon Roth 861,338 shares. Includes 762,528 shares owned by CR Financial Holdings, Inc.
(iii) CR Financial Holdings, Inc. 762,528 shares
(iv) John Lipman 801,091 shares
(v) CHLM Sponsor LLC 801,091 shares

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 8 of 9 Pages

 

(b)Percent of Class:

 

(i) Byron Roth 8.4%
(ii) Gordon Roth 5.8%
(iii) CR Financial Holdings, Inc. 5.1%
(iv) John Lipman 5.4%
(v) CHLM Sponsor LLC 5.4%

 

The foregoing percentages are based on 14,836,500 shares of common stock outstanding as of December 31, 2021.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote:

 

(1) Byron Roth 480,609
(2) Gordon Roth 98,810
(3) CR Financial Holdings, Inc. 762,528
(4) John Lipman 801,091
(5) CHLM Sponsor LLC 801,091

 

(ii)shared power to vote or to direct the vote:

 

(1) Byron Roth 762,528
(2) Gordon Roth 762,528
(3) CR Financial Holdings, Inc. 0
(4) John Lipman 0
(5) CHLM Sponsor LLC 0

 

(iii)sole power to dispose or to direct the disposition of:

 

(1) Byron Roth 480,609
(2) Gordon Roth 98,810
(3) CR Financial Holdings, Inc. 762,528
(4) John Lipman 801,091
(5) CHLM Sponsor LLC 801,091

 

(iv)shared power to dispose or to direct the disposition of:

 

(1) Byron Roth 762,528
(2) Gordon Roth 762,528
(3) CR Financial Holdings, Inc. 0
(4) John Lipman 0
(5) CHLM Sponsor LLC 0

 

Item 5.Ownership of Five Percent or Less of a Class: Not Applicable

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person: Not Applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not Applicable

 

Item 8.Identification and Classification of Members of the Group: Not Applicable

 

Item 9.Notice of Dissolution of Group: Not Applicable

 

Item 10.Certifications: Not Applicable

 

 

 

 

CUSIP No. 77867P104  Schedule 13G  Page 9 of 9 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2022

 

 

  /s/ Byron Roth
  Byron Roth
   
  /s/ Gordon Roth
  Gordon Roth
   
  CR FINANCIAL HOLDINGS, INC.
   
  By: /s/ Byron Roth
  Name: Byron Roth
  Title: Chief Executive Officer
   
  /s/ John Lipman
  John Lipman
   
  CHLM SPONSOR LLC
   
  By: /s/ Steve Dyer
  Name: Steve Dyer
  Title: Chief Executive Officer