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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Roth CH Acquisition Co. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) |
G88935138 (CUSIP Number) |
Byron Roth 2340 Collins Avenue, Suite 402 Miami Beach, FL, 33139 561.696.5864 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G88935138 |
| 1 |
Name of reporting person
CR Financial Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
21,184,395.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | G88935138 |
| 1 |
Name of reporting person
Byron Roth | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,184,395.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G88935138 |
| 1 |
Name of reporting person
Gordon Roth | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,184,395.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share |
| (b) | Name of Issuer:
Roth CH Acquisition Co. |
| (c) | Address of Issuer's Principal Executive Offices:
2340 Collins Avenue, Suite 402, Miami Beach,
FLORIDA
, 33139. |
| Item 2. | Identity and Background |
| (a) | CR Financial Holdings, Inc. |
| (b) | 2340 Collins Avenue, Suite 402 Miami Beach, FL 33139 |
| (c) | Holding company that makes investments in publicly and privately held companies. |
| (d) | No |
| (e) | No |
| (f) | U.S. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Working capital of the filer were used to acquire 2,127,937 ordinary shares of the Issuer. In addition, the filer and certain other entities lent money to the issuer pursuant to the terms of a promissory note with the Issuer. On January 24, 2025, the filer and the other entities converted the amount under the promissory note to shares of the Issuer. As a result, the filer received an additional 19,06,458 ordinary shares. | |
| Item 4. | Purpose of Transaction |
CR Financial Holdings, Inc. acquired the securities of the Company for investment purposes. CR Financial Holdings, Inc. does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation , involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated above. CR Financial Holdings, Inc. may acquire additional securities of the Company, or retain, or sell all or a portion of the securities then held in open market or in privately negotiated transactions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | CR Financial Holdings, Inc. beneficially owns 21,184,395 shares of common stock, which represents 46.8% of the Issuer's outstanding shares. |
| (b) | CR Financial Holdings, Inc. beneficially owns 21,184,395 shares of common stock. |
| (c) | Working capital of the filer were used to acquire 2,127,937 ordinary shares of the Issuer. In addition, the filer and certain other entities lent money to the issuer pursuant to the terms of a promissory note with the Issuer. On January 24, 2025, the filer and the other entities converted the amount under the promissory note to shares of the Issuer. As a result, the filer received an additional 19,06,458 ordinary shares. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
N/A |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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