UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
TKB Critical Technologies 1
(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 | ||
| The Stock Market, LLC | ||||
| The Stock Market, LLC | ||||
| The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 15, 2024, Roth CH Acquisition Co. (the “Company”) announced that it had notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordinary Share at an exercise price of $11.50 from the Nasdaq Global Market. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to remove its Class A Ordinary Shares, Units, and Warrants from listing on the Nasdaq Global Market on or about April 25, 2024 and as a result, the delisting is expected to become effective on or about April 25, 2024. The Company will remain subject to such reporting obligations under Sections 13 and 15(d) of the Exchange Act.
As previously noted in the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2023, the Company had received written notice from Nasdaq that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 shareholders for continued listing on the Nasdaq Global Market. Additionally, as previously disclosed in the Company’s Current Report on Form 8-K filed on January 29, 2024, the Company received a notice from Nasdaq that the Company was not in compliance with Nasdaq Listing Rule 5620(a), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end because the Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2022.
Following the delisting, the Company expects to have its Class A Ordinary Shares, Units, and Warrants quoted on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Company’s Class A Ordinary Shares, Units, and Warrants and that trading thereof will continue on an OTC market or otherwise.
A copy of the Company’s press release announcing its voluntary delisting from Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 17, 2024, Roth CH Acquisition Co. (the “Company”) reconvened an Extraordinary General Meeting of its Shareholders and a Separate Class Meeting of the Class A Ordinary Shares that had been previously adjourned on April 10, 2024 (the “Meetings”). The only proposals voted upon at each meeting were proposals to adjourn the meetings to April 29, 2024 at 9:30 a.m. and 10:00 a.m., respectively. The Meetings were adjourned to allow the Company additional time to complete its OTC listing.
The Meetings will reconvene on April 29, 2024 at 9:30 a.m. and 10:00 a.m. Eastern Time, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154. The Meetings may also be accessed via teleconference as set forth in the Proxy Statement. During the current adjournment, the Company will not solicit additional votes from its shareholders with respect to the proposals set forth in the Proxy Statement and will not accept additional redemption requests. Proxies previously submitted in respect of the Meetings will be voted at the adjourned Meetings unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted need not take any action.
If Proposal 1 set forth in the Proxy Statement is implemented, after subtracting amounts for taxes and up to $100,000 for dissolution expenses, the Company distribute all remaining sums in the trust account to shareholders and also permit shareholders to retain 10% of their shares. Our transfer agent intends to process both the redemption in connection with Proposal 1 and the automatic 90% redemption of the Public Shares at the same time. It is anticipated that this will occur within 2-3 weeks of the adoption of Proposal 1. In addition, the trust account will be liquidated at one time which will occur simultaneously with the redemption of the Public Shares. Shareholders who redeem in connection with the vote on Proposal 1 and all other shareholders who participate in the 90% redemption will receive the same amount. The only distinction between the two redemption options is that shareholders who redeem in connection with Proposal 1 will not retain any Public Shares and shareholders who participate in the 90% redemption will retain 10% of their Public Shares.
The Company, in its discretion, may continue to accept requests for redemption reversals prior to the time of the adjourned Meetings.
Shareholders who have any questions or require any assistance, may contact the Company’s Secretary at (949) 720-7133.
1
Item 9.01 Financial Statements and Exhibits
| Exhibit 99.1 | Press Release | |
| Exhibit 104 | Cover Page Interactive Data File |
2
SIGNATURE
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.
| ROTH CH ACQUISITION CO. | |||
| By: | /s/ Byron Roth | ||
| Name: | Byron Roth | ||
| Title: | Co-Chief Executive Officer | ||
| Dated: April 17, 2024 | |||
3
Exhibit 99.1
Roth CH Acquisition Co. Announces
VOLUNTARY DELISTING FROM NASDAQ
MIAMI BEACH, FL, April 15, 2024 /PRNewswire/ -- Roth CH Acquisition Co. (Nasdaq: “USCT”) (“we”, “us”, “our”, or the “Company”), today announced that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordinary Share at an exercise price of $11.50 from the Nasdaq Global Market. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to remove its Class A Ordinary Shares, Units, and Warrants from listing on the Nasdaq Global Market on or about April 25, 2024 and as a result, the delisting is expected to become effective on or about April 25, 2024. The Company will remain subject to such reporting obligations under Sections 13 and 15(d) of the Exchange Act.
As previously noted in the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2023, the Company had received written notice from Nasdaq that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 shareholders for continued listing on the Nasdaq Global Market. Additionally, as previously disclosed in the Company’s Current Report on Form 8-K filed on January 29, 2024, the Company received a notice from Nasdaq that the Company was not in compliance with Nasdaq Listing Rule 5620(a), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end because the Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2022.
Following the delisting, the Company expects to have its Class A Ordinary Shares, Units, and Warrants quoted on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Company’s Class A Ordinary Shares, Units, and Warrants and that trading thereof will continue on an OTC market or otherwise.
About Roth CH Acquisition Co.
Roth CH Acquisition Co. is a blank check company (formerly known as TKB Critical Technologies 1) incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and is headquartered in Miami Beach, Florida.
For more information, the Company recommends that shareholders, investors and any other interested parties read the Company’s public filings available at www.sec.gov.
Forward-Looking Statements
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “continue,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “outlook,” “potential,” “plan,” “seek,” and similar expressions and variations or the negatives of these terms or other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s current expectations and speak only as of the date of this release. Actual results may differ materially from the Company’s current expectations depending upon a number of factors. These factors include, among others, the coronavirus (COVID-19) and the effects of the outbreak and actions taken in connection therewith, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business, and those other risks and uncertainties that are described in the “Risk Factors” section of the Company’s annual report filed on Form 10-K filed with the U.S. Securities and Exchange Commission. Except as required by law, the Company does not undertake any responsibility to revise or update any forward-looking statements.
Contact:
| Byron Roth | |
|
Co-Chief Executive Officer and Co-Chairman of the Board (949) 720-5700 |
8X9?$,A)F>I&GS/A5%#W A5*
MBA9Z(7UP.@Z]EN*(#31O>'[)%A%6N@5A*(SHM4J\SP5$*R9X")6:2;QO_F3=
M;_ZL04?P1/'[+.I=7_=