14 Feb 2025substantial holder notice● Neutral
Polar Asset Management Partners Inc. reported no remaining Roth CH Acquisition V Co. shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. Co-CEO & Co-Chairman of Board John C Lipman disposed of 137,500 shares via option/appreciation-right settlement.
12 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. 10%+ owner Cr Financial Holdings, INC. disposed of 130,881 shares via option/appreciation-right settlement.
12 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. 10%+ owner Chlm Sponsor-5 LLC disposed of 137,500 shares via option/appreciation-right settlement.
12 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. Co-CEO & Co-Chairman of Board Byron Roth disposed of 82,492 shares via option/appreciation-right settlement.
12 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. Chief Financial Officer Gordon J Roth disposed of 16,960 shares via option/appreciation-right settlement.
11 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. Chief Financial Officer Gordon J Roth sold 16,960 shares at $0.00.
11 Dec 2024listing compliance notice▼ Bad
Roth CH Acquisition V Co. withdrew a registration statement, abandoning the offering it covered.
11 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. 10%+ owner Chlm Sponsor-5 LLC sold 137,500 shares at $0.00.
11 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. 10%+ owner Cr Financial Holdings, INC. sold 130,881 shares at $0.00.
11 Dec 2024director interest notice● Neutral
Roth CH Acquisition V Co. Co-CEO & Co-Chairman of Board Byron Roth sold 82,492 shares at $0.00.
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.
19 Nov 2024quarterly activities report▼ Bad
Roth CH Acquisition V Co. reported a quarterly net loss of $196 thousand for the period ended 2024-09-30.
19 Nov 2024agm 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).
14 Nov 2024late filing notice▼ Bad
Roth CH Acquisition V Co. notified the SEC that its quarterly report would be filed late.
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.
25 Oct 2024agm 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).
14 Aug 2024quarterly activities report▼ Bad
Roth CH Acquisition V Co. reported a quarterly net loss of $719 thousand for the period ended 2024-06-30.
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.
15 May 2024quarterly activities report▼ Bad
Roth CH Acquisition V Co. reported a quarterly net loss of $121 thousand for the period ended 2024-03-31.
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.
22 Feb 2024substantial holder notice● Neutral
Shaolin Capital Management LLC reported no remaining Roth CH Acquisition V Co. shareholding in its periodic institutional filing.
14 Feb 2024substantial holder notice● Neutral
Byron Roth, Gordon Roth, CR Financial Holdings, Inc, John Lipman, CHLM Sponsor disclosed a new substantial Roth CH Acquisition V Co. shareholding (25.30% of votes).