M&A - Roth CH Acquisition V Co.

Form Type: CORRESP

Filing Date: 2024-05-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465924060101

Filing Summary: On May 10, 2024, Roth CH Acquisition V Co. filed Amendment No. 1 to their Registration Statement on Form S-4 in response to comments from the SEC regarding their upcoming merger with New Era Helium Corp. The amendment includes updated disclosures about the exchange ratio, interests of management, and financial details related to the business combination. Key clarifications include that the holders of NEH common stock will receive 9.0 million shares of Roth CH Acquisition V Co. common stock, and that Net Debt calculations will affect share distribution. The company addressed various risk factors associated with the merger, including potential implications of government scrutiny regarding foreign ties and the requirement of obtaining transaction financing. Furthermore, updated risk disclosures regarding the company's compliance with Nasdaq listing rules and revisions to their exclusive forum provision were incorporated. New details concerning agreements related to debt conversion have also been added. The company continues to resolve SEC comments while preparing for the closing of the merger.

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