0001855447 false 0001855447 2022-06-13 2022-06-13 0001855447 us-gaap:CommonStockMember 2022-06-13 2022-06-13 0001855447 ROCG:WarrantsMember 2022-06-13 2022-06-13 0001855447 ROCG:UnitsMember 2022-06-13 2022-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares




United States 


Washington, D.C. 20549




Current Report  

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

Securities Exchange Act of 1934


June 13, 2022

Date of Report (Date of earliest event reported)


Roth CH Acquisition IV Co.

(Exact Name of Registrant as Specified in Charter)


Delaware   001-40710   83-3583873
(State or Other Jurisdiction of
  (Commission File Number)    (I.R.S. Employer
Identification Number) 


888 San Clemente Drive, Suite 400

Newport Beach, CA

(Address of Principal Executive Offices)    (Zip Code) 


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


Not Applicable

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


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


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


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


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


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


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


Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Common Stock   ROCG   The Nasdaq Stock Market LLC
Warrants   ROCGW   The Nasdaq Stock Market LLC
Units   ROCGU   The Nasdaq Stock Market LLC


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


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨








Item 8.01Other Events.


On June 13, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), entered into a mutually exclusive non-binding letter of intent (the “Letter of Intent”) with a target company (“Target Company”) for a potential business combination which would qualify as its initial business combination (the “Business Combination”).


Under the terms of the Letter of Intent, ROCG and Target Company intend to enter into a definitive agreement pursuant to which ROCG and Target Company would combine, with the former equityholders of both entities (following the completion of the Business Combination) holding equity in the combined publicly listed company. The completion of the Business Combination is subject to the completion of due diligence to ROCG’s satisfaction, the negotiation and execution of definitive documentation and satisfaction of the conditions contained therein, including (i) completion of any required stock exchange and regulatory review and (ii) approval of the transaction by ROCG’s stockholders and the Target Company’s stockholders. Accordingly, no assurances can be made by either party that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.


Additional Information and Where to Find It


If a definitive agreement is entered into in connection with the proposed Business Combination, ROCG will prepare a proxy statement/prospectus (the “ROCG proxy statement/prospectus”) to be filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to its stockholders. ROCG urges its investors and other interested persons to read, when available, the ROCG proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed Business Combination. The ROCG proxy statement statement/prospectus, once available can be obtained, without charge, at the SEC’s web site (http://www.sec.gov).


No Offer or Solicitation


This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.


Participants in the Solicitation


ROCG and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the proposed Business Combination related matters. Information regarding ROCG’s directors and executive officers is contained in the section of ROCG’s Form S-1 titled “Management”, which went effective with the SEC on August 5, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the ROCG proxy statement/prospectus and other relevant documents filed with the SEC when they become available.


- 2 -





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


Dated: June 14, 2022


  By: /s/ Byron Roth
  Name: Byron Roth
  Title: Co-Chief Executive Officer and Chairman of the Board


- 3 -