M&A - Roth CH V Holdings, Inc.

Form Type: CORRESP

Filing Date: 2024-10-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465924105962

Filing Summary: Roth CH V Holdings, Inc. filed an Amendment No. 3 to its Registration Statement on Form S-4 to address comments from the SEC regarding their previous filing and update certain information. This amendment responds to a Comment Letter received on September 27, 2024, and revises disclosures related to the term of the Business Combination Agreement, Net Debt figures affecting Company Merger Shares, and various other adjustments necessary for compliance with SEC regulations. Key revisions include clarification on risk factors related to the Gaseous Helium Agreement, updates to financial statements to reflect pro forma liabilities and equity, and adjustments linked to NEH debentures conversion. The Company aims to ensure disclosures are current and accurately reflect commitments and potential risks associated with its business combination strategy.

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Form Type: CORRESP

Filing Date: 2024-08-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465924087881

Filing Summary: Roth CH V Holdings, Inc. is responding to comments from the SEC regarding its Registration Statement on Form S-4, initially filed on June 28, 2024. The company has amended the Registration Statement to update disclosures concerning the treatment of outstanding shares of Roth CH Acquisition V Co. common stock and warrants following the Business Combination Agreement and Plan of Reorganization. The amendment clarifies that NEH will become a wholly-owned subsidiary of Holdings and updates various risk factors, financial disclosures, and redemption levels. Important changes were made to the treatment of shares as consideration in the merger, addressing stakeholders' concerns over capital requirements. The company has also assured the SEC that recent amendments will not affect the total shares issued as merger consideration, and disclosures have been updated to reflect the accurate capitalization needs post-merger, including extensive information about NEH’s operational impacts and financial contingencies following the Business Combination.

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Form Type: CORRESP

Filing Date: 2024-06-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465924076333

Filing Summary: On June 28, 2024, Roth CH V Holdings, Inc. submitted a response to the Securities and Exchange Commission (SEC) regarding comments on their Amendment No. 1 to their Registration Statement on Form S-4, filed on May 13, 2024. The response outlines revisions to the transaction structure that will position the Company as the ultimate parent post-business combination. The SEC's comments highlighted the need for clarity on two separate proposals for share issuance related to the Business Combination and Transaction Financing, which have been addressed in the revised prospectus. The document provides extensive details on adjustments made to the share structure, including an increase of authorized common stock to 75,000,000 shares, which comprises 70,000,000 shares of common stock and 5,000,000 shares of preferred stock. Furthermore, significant modifications were made to clarify the implications of stockholder redemptions and the pro forma financial statements reflecting the revised terms of the Earnout Share provisions, reassessing their classification under U.S. GAAP. The response indicates that necessary adjustments were made to ensure compliance with SEC requirements, reflecting changes in the maximum redemptions and ensuring adequate disclosures about financial representations associated with the Business Combination. All revisions align with ensuring a more robust understanding of the financial impacts on shareholders post-acquisition and vary contingent considerations for equity classifications.

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