14 Feb 2024substantial holder notice● Neutral
Fir Tree Capital Management LP reported a Roth CH Acquisition V Co. shareholding of 150,000 shares (2.57% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
12 Feb 2024substantial holder notice● Neutral
Polar Asset Management Partners Inc disclosed a new substantial Roth CH Acquisition V Co. shareholding (9.90% of votes).
9 Feb 2024substantial holder notice● Neutral
Saba Capital Management, L.P, Boaz R. Weinstein, Saba Capital Management GP, LLC reported no remaining Roth CH Acquisition V Co. shareholding in its periodic institutional filing.
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.
7 Dec 2023director interest notice● Neutral
Roth CH Acquisition V Co. 10%+ owner Polar Asset Management Partners INC. sold 30,000 shares at $10.67.
6 Dec 2023director interest notice● Neutral
Polar Asset Management Partners INC. became a Roth CH Acquisition V Co. 10%+ owner and company insider (initial ownership filing).
6 Dec 2023director interest notice● Neutral
Joseph M. Tonnos became a Roth CH Acquisition V Co. Chief Investment Officer and company insider (initial ownership filing).
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.
30 Nov 2023agm notice● Neutral
Roth CH Acquisition V Co. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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.
27 Nov 2023agm notice● Neutral
Roth CH Acquisition V Co. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
20 Nov 2023agm notice● Neutral
Roth CH Acquisition V Co. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
20 Nov 2023quarterly activities report▼ Bad
Roth CH Acquisition V Co. reported a quarterly net loss of $646 thousand for the period ended 2023-09-30.
14 Nov 2023late filing notice▼ Bad
Roth CH Acquisition V Co. notified the SEC that its quarterly report would be filed late.
8 Nov 2023agm notice● Neutral
Roth CH Acquisition V Co. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
14 Aug 2023quarterly activities report● Neutral
Roth CH Acquisition V Co. reported a quarterly net income of $94 thousand for the period ended 2023-06-30.
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.
16 May 2023late filing notice▼ Bad
Roth CH Acquisition V Co. notified the SEC that its quarterly report would be filed late.
16 May 2023quarterly activities report● Neutral
Roth CH Acquisition V Co. reported a quarterly net income of $709 thousand for the period ended 2023-03-31.
15 May 2023agm notice● Neutral
Roth CH Acquisition V Co. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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.
5 May 2023agm notice● Neutral
Roth CH Acquisition V Co. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
4 May 2023agm notice● Neutral
Roth CH Acquisition V Co. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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 May 2023agm notice● Neutral
Roth CH Acquisition V Co. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).