11 Dec 2024listing compliance notice▼ Bad
Roth CH Acquisition V Co. withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Dec 2024listing compliance notice▼ BadMajor
On Dec 2, 2024 Nasdaq told the company it had not completed a business combination within 36 months of its IPO registration statement's effective date, breaching Nasdaq rule IM 5101-2, so it is subject to delisting. The company has until Dec 9, 2024 to request a hearing, and trading in its securities is to be suspended at the open on Dec 9, 2024; the company says it believes closing of the New Era Helium deal is imminent. This is a new, separate delisting threat on top of the 400-holder issue with its Nov 11, 2024 deadline, and the filing does not say whether a hearing was requested.
9 Dec 2024listing compliance notice● NeutralMajor
Roth CH Acquisition V Co.'s exchange filed to remove a class of its securities from listing.
12 Nov 2024business combination● Neutral
The company furnished two press releases and an investor presentation about the New Era Helium merger. The filing says Holdings' Form S-4 registration statement has been declared effective by the SEC and the proxy materials have been mailed to ROCL stockholders, resolving the earlier open point that the S-4 was not yet effective. The text shown does not give the contents of the press releases or presentation.
7 Nov 2024business combination● NeutralMajor
The company filed its definitive proxy statement/prospectus (dated Nov 6, 2024) for a special stockholder meeting on Nov 26, 2024 to vote on the New Era Helium merger. ROCL would first move from Delaware to Nevada by merging into Roth CH V Holdings, Inc., then merge with New Era, with the combined company renamed New Era Helium Inc. Stockholders can redeem for cash; on about $17.9 million in trust on Nov 5, 2024 the illustrative price is about $11.31 per share, and initial stockholders (67.83% of shares) agreed to vote in favor and waive redemption. This follows the S-4 amendments and moves the deal to the vote stage; the excerpt is truncated, so the full risk factors and other terms are not shown.
31 Oct 2024business combination● NeutralMajor
The filing reports three further amendments to the New Era merger agreement: on August 8, 2024 the outside date moved to October 31, 2024 and the 'Company Merger Shares' and 'Net Debt' definitions were changed; on September 11, 2024 the parties clarified how changes in New Era's Net Debt since January 3, 2024 affect the number of merger shares; on September 30, 2024 the outside date moved to November 30, 2024. The deal has still not closed and keeps being pushed back. It also says Holdings, not ROCL, has now filed the Form S-4.
5 July 2024business combination● NeutralMajor
After a June 27, 2024 hearing, Nasdaq notified the company on July 3, 2024 that the Hearings Panel will let ROCL stay listed on condition that it shows compliance with the 400-holder rule by November 11, 2024. The company expects to show compliance when the New Era Helium merger closes, but says there is no assurance. This partly resolves the delisting risk raised in May, but only temporarily.
11 June 2024business combination● NeutralMajor
On June 5, 2024 ROCL and New Era amended the merger agreement: the outside date moved to 270 days after the January 3, 2024 agreement date, ROCL will first merge into a new Nevada subsidiary, Roth CH V Holdings, Inc., which becomes the parent, and the closing conditions requiring New Era to raise at least $45 million privately and to convert certain debt to stock were removed. This loosens conditions set in the original January deal terms and changes the structure so that Holdings, not ROCL, ends up as the parent.
3 June 2024material agreement● Neutral
The company disclosed an agreement dated May 21, 2023 with IDR Marketing, Inc. for media, marketing, communications and data analytics services related to the New Era Helium deal, plus a May 30, 2024 letter agreement between ROCL and New Era about payment of IDR's fees. The text does not state the fee amounts or who ultimately pays.
17 May 2024listing compliance notice▼ BadMajor
Nasdaq told the company on May 13, 2024 that it had not regained compliance with the 400-total-shareholder rule within the allowed period (which ended April 8, 2024) and that its securities would be subject to delisting unless it requested a hearing. The company requested a Nasdaq Hearings Panel hearing on May 17, 2024, which pauses any delisting; the Panel can grant time only up to November 11, 2024, and there is no assurance of further extension. This continues the October 2023 Nasdaq notice thread, now worse.
13 May 2024business combination● Neutral
The company filed Amendment No. 1 to its Form S-4 (dated May 10, 2024) for the New Era Helium merger. It sets out the proposals ROCL stockholders will vote on at a special meeting: approving the merger agreement, a new charter, governance changes (name 'New Era Helium Inc.', authorized common shares up by 25,000,000 to 75,000,000, 5,000,000 preferred shares, removal of SPAC provisions), Nasdaq share-issuance approvals and a director election. It is still preliminary, not yet effective, and may be amended; the excerpt is truncated, so redemption levels and trust balance are not shown.
28 Mar 2024debt financing● Neutral
On March 27, 2024 the company issued an unsecured, non-interest-bearing promissory note for up to $600,000 to listed payees, to cover expenses and general corporate purposes. It is repaid when a business combination closes or the company liquidates; if no deal closes, it is repaid only from money outside the trust account. This adds to the up-to-$750,000 note issued July 2023.
14 Feb 2024business combination● NeutralMajor
On February 14, 2024 the company filed its initial Form S-4 registration statement, the document that will contain the proxy statement and prospectus for the New Era Helium merger. It is not yet effective and may be amended; the excerpt shown includes no deal terms beyond those already reported.
17 Jan 2024business combination● Neutral
The company furnished a press release and an investor presentation about the proposed New Era Helium merger announced earlier in January. The text shown contains no new deal terms or figures beyond the already-reported agreement; the exhibits' contents are not in the excerpt.
5 Jan 2024business combination● NeutralMajor
The filing gives the terms of the January 3 New Era Helium merger: New Era holders get 9.0 million ROCL shares (adjusted up or down by 1/10 of a share per dollar of Net Debt below or above $37,300,000), plus up to 1.0 million earnout shares (500,000 if 2025 EBITDA reaches $25.268 million, 500,000 if the stock averages $12.50+ for 20 of 30 trading days). Closing requires, among other things, ROCL stockholder approval, HSR clearance, Nasdaq listing, at least $5,000,000 cash, and New Era raising at least $45,000,000 in a private placement for new plant construction; either side can terminate if closing has not occurred 180 days after the agreement date.
4 Jan 2024business combination● NeutralMajor
On January 3, 2024 the company signed a merger agreement with New Era Helium Corp., a Nevada company; a ROCL subsidiary would merge into New Era, which would become a wholly-owned subsidiary, and the combined company would be renamed New Era Helium Corp. and is expected to list on Nasdaq. This ends the open thread that no target had been identified; closing still needs ROCL stockholder approval and other customary conditions.
30 Nov 2023business combination● NeutralMajor
On November 30, 2023 the company raised the monthly extension deposit to the lesser of $45,000 or $0.03 per public share (from $37,500 or $0.025), with the same twelve one-month extensions to December 3, 2024. It also adjourned the special meeting, without conducting any business, to December 1, 2023 so stockholders could consider the change; the extension vote is therefore still pending.
27 Nov 2023business combination● NeutralMajor
For a November 30, 2023 special meeting, the company set out the proposed terms of a further extension: up to twelve one-month extensions, from December 4, 2023 to December 3, 2024, each needing a trust deposit of the lesser of $37,500 or $0.025 per public share. Management believes initial stockholders or affiliates will lend the money through non-interest-bearing unsecured notes, which are forgiven if no deal closes except for funds held outside the trust account.
12 Oct 2023listing compliance notice▼ BadMajor
On October 9, 2023 Nasdaq told the company it no longer meets the continued-listing rule requiring at least 400 total holders on the Nasdaq Global Market. The company has 45 days to submit a compliance plan and, if accepted, Nasdaq can allow up to 180 days from the letter date to regain compliance. The company says it plans to submit a plan.
28 July 2023debt financing● NeutralMajor
On July 20, 2023 the non-redemption agreements were amended so the company, or certain initial stockholders (or affiliates/designees), pays the $0.04 per share per month, whereas before it was only certain initial stockholders. On July 26, 2023 the company issued an unsecured, interest-free note of up to $750,000, repayable on a business combination or liquidation; if no deal closes it is repaid only from money outside the trust account. The proceeds are for expenses including the extension payments.
15 May 2023business combination● Neutral
Ahead of the extension vote, the company noted that a 1% US federal excise tax may apply to share redemptions after 2022. It states the trust account money (other than for franchise and income taxes) and its interest will not be used to pay any such excise tax. No new transaction or figure is announced.
4 May 2023material agreement● Neutral
On May 4, 2023 the company signed more non-redemption agreements, covering another 689,591 shares, on the same terms as the May 3 agreements (no redemption in the extension vote; $0.04 per share per one-month extension paid by certain initial stockholders). Together with the earlier agreements, that is 2,000,000 shares.
3 May 2023material agreement● Neutral
Ahead of a May 17, 2023 stockholder vote to extend the deadline for a business combination from June 3, 2023 to as late as December 4, 2023, the company signed agreements on May 3 with holders of 1,310,409 shares not to redeem them in the vote. Certain initial stockholders agreed to pay those holders $0.04 per share for each one-month extension. No additional money goes into the trust account.
3 Dec 2021capital raising announcement● NeutralMajor
Roth CH Acquisition V Co., a blank-check company, closed its IPO on December 3, 2021: 11,500,000 units at $10.00 each (including 1,500,000 from the underwriters' full over-allotment), raising $115,000,000. Each unit is one share plus one-half of a warrant exercisable at $11.50. A further 461,500 private units raised $4,615,000, and $116,725,000 was placed in the trust account for public stockholders.
30 Nov 2021listing compliance notice▲ GoodMajor
the exchange certified Roth CH Acquisition V Co.'s securities for listing, clearing them to begin trading.