United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its stockholders at the Special Meeting of Stockholders held on December 20, 2022 (the “Special Meeting”), Roth CH Acquisition IV Co., a Delaware corporation (the “Company”), filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 20, 2022 (the “Charter Amendment”), to give the Company the right to extend the date by which the Company has to consummate a business combination up to five (5) times, each such extension for an additional one (1) month period, from February 10, 2023 to July 10, 2023.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 20, 2022, the Company held the Special Meeting. On December 6, 2022, the record date for the Special Meeting, there were 14,836,500 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 11,828,989 shares of common stock of the Company or 79.73% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.
1. | Extension Amendment |
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving the Company the right to extend the date by which the Company has to consummate a business combination up to five (5) times, each such extension for an additional one (1) month period, from February 10, 2023 to July 10, 2023 (the “Extension Amendment”). Adoption of the Extension Amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:
FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
11,828,983 | 5 | 1 | 0 |
Item 8.01. | Other Events. |
In connection with the stockholders’ vote at the Special Meeting, 9,121,751 shares of common stock were tendered for redemption.
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number |
Description | |
3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Roth CH Acquisition IV Co. dated December 20, 2022 | |
104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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: December 20, 2022
ROTH CH ACQUISITION IV CO. |
By: | /s/ Byron Roth | |
Name: | Byron Roth | |
Title: | Co-Chief Executive Officer and Chairman of the Board |