UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
May 30, 2024
Date of Report (Date of earliest event reported)
ROTH CH ACQUISITION V CO.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-41105 | | 86-1229207 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
888 San Clemente Drive, Suite 400 Newport Beach, CA | | 92660 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 720-5700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| Common Stock | | ROCL | | The Nasdaq Stock Market LLC |
| Warrants | | ROCLW | | The Nasdaq Stock Market LLC |
| Units | | ROCLU | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2023, Roth CH Acquisition V Co., a Delaware corporation (“ROCL”) entered into an agreement (the “IDR Agreement”) with IDR Marketing, Inc., a California corporation (“IDR”), for the provision by IDR of certain strategic media, marketing, communications and data analytics services in connection with ROCL’s proposed business combination with New Era Helium Corp., a Nevada corporation (“NEH”). On May 30, 2024, ROCL and NEH entered into a letter agreement (the “Letter Agreement”) with respect to payment of fees of IDR.
The foregoing description of the IDR Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the IDR Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Letter Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 31, 2024
| | ROTH CH ACQUISITION V CO. |
| | | |
| | By: | /s/ John Lipman |
| | Name: | John Lipman |
| | Title: | Co-Chief Executive Officer and Co-Chairman of the Board |
