| Item 3 | Source and Amount of Funds or Other Consideration |
In October 2008, Clal Advanced Energy Ltd. (“Clal Advanced Energy”), a wholly-owned subsidiary of CI, purchased 3,095,228 shares of Series A convertible preferred stock of Tigo Energy MergeCo, Inc., formerly known as “Tigo Energy Inc.” (“Tigo”), at an aggregate price of $1,661,116. Between May 2009 and February 2010, Clal Advanced Energy purchased 2,811,640 shares of Series B convertible preferred stock of Tigo at an aggregate price of $1,000,000. In May 2010, Clal Advanced Energy purchased 1,260,579 shares of Series C convertible preferred stock of Tigo at an aggregate price of $3,500,000. In October 2011, Clal Advanced Energy purchased 309,587 shares of Series C-3 convertible preferred stock of Tigo at an aggregate price of $770,314. In November 2011, Clal Advanced Energy purchased 282,529 shares of Series D convertible preferred stock of Tigo at an aggregate price of $750,000. In April 2013, all of the shares of preferred stock of Tigo held by Clal Advanced Energy were cancelled, and Clal Advanced Energy received 1,998,177 shares of Series A-3 convertible preferred stock of Tigo for no consideration.
In 2012, Clal Energy Ltd. (“Clal Energy”), a wholly-owned subsidiary of CI, purchased convertible promissory notes (the “2012 Convertible Notes”) issued by Tigo, in an aggregate principal amount of $775,000. In April 2013, the 2012 Convertible Notes were converted to 2,139,027 shares of Series B-1 convertible preferred stock of Tigo in accordance with their terms. In 2013, Clal Energy purchased 2,796,771 shares of Series B-4 convertible preferred stock of Tigo at an aggregate price of $1,019,774. In September 2013, all of the shares of convertible preferred stock of Tigo held by Clal Energy were transferred to Clal Advanced Energy for no consideration.
In February 2014, Clal Advanced Energy purchased 1,371,365 shares of Series B-4 convertible preferred stock of Tigo at an aggregate price of $500,000. In 2014, Clal Advanced Energy purchased convertible promissory notes (the “2014 Convertible Notes”) issued by Tigo, in an aggregate principal amount of $474,942. In April 2015, the 2014 Convertible Notes were converted to 1,048,775 shares of Series C convertible preferred stock of Tigo in accordance with their terms.
In April 2015, Clal Advanced Energy purchased 1,181,826 shares of Series C convertible preferred stock of Tigo at an aggregate price of $620,000. Between 2015 and 2016, Clal Advanced Energy purchased convertible promissory notes (the “2016 Convertible Notes”) issued by Tigo, in an aggregate principal amount of $450,000. In April 2016, the 2016 Convertible Notes were converted to 1,096,338 shares of Series C convertible preferred stock of Tigo in accordance with their terms.
Between 2019 and 2020, Clal Advanced Energy purchased convertible promissory notes (the “2019/2020 Convertible Notes”) issued by Tigo, in an aggregate principal amount of $527,345. On December 23, 2020, Clal Advanced Energy purchased 4,832,941 shares of Series C-1 convertible preferred stock of Tigo at an aggregate price of $281,277.
On December 23, 2020, CI purchased all shares of Tigo convertible preferred stock and convertible promissory notes held by Clal Advanced Energy. CI funded this purchase using an intercompany loan from CI to Clal Advanced Energy.
In January 2021, the 2019/2020 Convertible Notes were converted into 2,208,984 shares of Series D convertible preferred stock of Tigo and CI acquired warrants to purchase 1,066,161 shares of Tigo common stock.
On December 5, 2022, Roth IV Merger Sub Inc., a Delaware corporation (“Merger Sub”), a special purpose acquisition company and a directly wholly owned subsidiary of the Issuer, and Tigo entered into an Agreement and Plan of Merger (as amended on April 6, 2023, the “Merger Agreement”). On May 23, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into Tigo (the “Merger”), with Tigo surviving and continuing as a wholly owned subsidiary of the Issuer (the “Business Combination”), and the Issuer was renamed “Tigo Energy, Inc.”
In accordance with the terms of the Merger Agreement, immediately prior to the effective time of the Business Combination, each share of Series A-3 convertible preferred stock, Series B-1 convertible preferred stock, Series B-4 convertible preferred stock, Series C convertible preferred stock, Series C-1 convertible preferred stock and Series D convertible preferred stock of Tigo automatically converted into a number of shares of Tigo common stock in accordance with Tigo’s charter and Tigo caused the “cashless” exercise of all Tigo warrants, in accordance with their terms, for Tigo common stock. At the effective time of the Business Combination, each share of Tigo common stock issued and outstanding immediately prior to the closing of the Business Combination (including shares of Tigo common stock issued in the preferred stock conversion and warrant exercise prior to May 23, 2023 but excluding shares owned by Tigo or any direct or indirect wholly owned subsidiary of Tigo as treasury stock, shares owned by the Issuer, and shares of Tigo common stock issued and outstanding immediately prior to the effective time of the Merger held by a holder who did not vote in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the Delaware General Corporation Law, as it may be amended from time to time) was cancelled and converted into the right to receive 0.233335 shares of Common Stock. In addition, immediately prior to the effective time of the Business Combination, the warrants held by CI were converted to 830,068 shares of Tigo common stock and an additional 143,112 shares of Tigo’s common stock relating to accrued dividends in respect of the Series D convertible preferred stock held by CI were paid out. As a result, CI acquired 4,584,422 shares of Common Stock in connection with the Merger.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. The Merger Agreement and the amendment to the Merger Agreement were filed by the Issuer as Annex A to Exhibit 2.1 and Exhibit 2.2, respectively, to the Issuer’s Form 8-K, as filed with the Securities and Exchange Commission on May 30, 2023.
| Item 4 | Purpose of Transaction |
The information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.
The Reporting Persons who hold Common Stock directly acquired those shares as an investment in the regular course of their businesses. The Reporting Persons may engage in discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Tomer Babai, a partner at Clal Tech 3 Consulting (2022) Ltd., a private company engaged in consulting services, which provides advisory services regarding technology investments to Access Industries Investments LLC, currently serves on the Issuer’s board of directors. The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional shares of Common Stock in the open market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuer’s securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Common Stock, in each case, subject to limitations under applicable law, the Registration Rights Agreement (as defined below), the Lock-up Agreement (as defined below) and Article VII of the Issuer’s amended and restated bylaws.
The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons’ future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
