Roth CH Acquisition V Co. company history: the story so far

History

A blank-check company that raised $115 million in 2021 spent years extending its deadline, agreed to merge with New Era Helium, and faced delisting by December 2024.

2021: Raising the blank-check fund

Roth CH Acquisition V Co. was a blank-check company, a shell that raises money from the public to buy an operating business later. Nasdaq cleared its securities for listing on November 30, 2021, and on December 3 it closed its IPO. It sold 11,500,000 units at $10.00 each, including 1,500,000 units from the underwriters' full over-allotment option, raising $115,000,000. Each unit held one share and one-half of a warrant exercisable at $11.50. A further 461,500 private units raised $4,615,000, and $116,725,000 went into a trust account held for public stockholders. Shares on issue were 3,336,500 at the end of 2021.

2022-2023: Buying time

The record for 2022 is quiet. In 2023 the company needed more time to find a deal. It had agreements with stockholders who agreed not to redeem, under which $0.04 per share was payable for each one-month extension. On July 20, 2023 these were amended so the company itself, or certain initial stockholders or their affiliates, could pay. On July 26 the company issued an unsecured, interest-free note of up to $750,000 to cover expenses including those payments. On October 9, Nasdaq warned that the company had fewer than the required 400 total holders. In November the company proposed up to twelve one-month extensions to December 3, 2024. It raised the monthly deposit to the lesser of $45,000 or $0.03 per public share and adjourned the meeting to December 1, 2023. The filings do not give the vote's outcome.

2024: The New Era Helium deal

On January 3, 2024 the company signed a merger agreement with New Era Helium Corp., a Nevada company. New Era holders were to receive 9.0 million shares, adjusted for New Era's net debt against a $37,300,000 baseline, plus up to 1.0 million earnout shares tied to 2025 earnings or the share price. The company filed its first Form S-4 registration statement on February 14. Shares on issue rose to 4,919,297 by the end of 2024, though the beats do not explain the change.

The terms shifted over the year. On June 5 the parties made the company merge first into a new Nevada subsidiary, Roth CH V Holdings, Inc., and dropped the requirement that New Era raise $45 million privately. Further amendments in August and September moved the outside date to November 30, 2024. A second note, of up to $600,000, was dated March 27, 2024.

Listing trouble continued. In May Nasdaq said the company had missed its April 8 deadline on the 400-holder rule, and the company requested a hearing. After a June 27 hearing, a Nasdaq panel allowed continued listing on condition of compliance by November 11, 2024.

November-December 2024: The vote and delisting notice

The company filed its definitive proxy statement on November 7 for a November 26 stockholder vote. About $17.9 million sat in trust on November 5, an illustrative redemption price of about $11.31 per share. Initial stockholders, holding 67.83%, agreed to vote in favor and waive redemption.

On December 2, Nasdaq said the company had not completed a deal within 36 months of its IPO registration statement's effective date and was subject to delisting. Trading was to be suspended at the open on December 9, and the company said closing was imminent. As of December 9, 2024, the exchange had also filed to remove a class of the company's securities from listing. The filings did not report the vote result or a closing.

Written from the 16 story beats below (2021 to 9 Dec 2024), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

20244.9m shares · US$48.6m market cap

9 Dec
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.
listing compliance notice
4.9m shUS$48.6m
9 Dec
Roth CH Acquisition V Co.'s exchange filed to remove a class of its securities from listing.
listing compliance notice
4.9m shUS$48.6m
7 Nov
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.
business combination
4.9m shUS$55.7m
31 Oct
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.
business combination
4.9m shUS$55.7m
5 July
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.
business combination
4.9m shUS$53.8m
11 June
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.
business combination
4.9m shUS$54.0m
17 May
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.
listing compliance notice
4.9m shUS$53.7m
14 Feb
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.
business combination
3.3m shUS$36.0m
5 Jan
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.
business combination
3.3m shUS$35.5m
4 Jan
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.
business combination
3.3m shUS$35.5m

20235.8m shares · US$62.0m market cap

30 Nov
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.
business combination
5.8m shUS$62.0m
27 Nov
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.
business combination
5.8m shUS$61.9m
12 Oct
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.
listing compliance notice
3.3m shUS$35.1m
28 July
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.
debt financing
3.3m shUS$34.5m

2021

3 Dec
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.
capital raising announcement
30 Nov
the exchange certified Roth CH Acquisition V Co.'s securities for listing, clearing them to begin trading.
listing compliance notice