United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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
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| Item 8.01 | Other Events. |
As previously disclosed, 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.
On September 19, 2022, ROCG announced that the exclusivity requirements under the Letter of Intent are no longer in effect, and as a result, both ROCG and the Target Company may seek and negotiate Business Combination transactions with other parties. Although ROCG and the Target Company are no longer negotiating on an exclusive basis, negotiations between the two parties remain ongoing.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 19, 2022
| ROTH CH ACQUISITION IV CO. | ||
| By: | /s/ Byron Roth | |
| Name: | Byron Roth | |
| Title: | Co-Chief Executive Officer and Chairman of the Board | |
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