United States 

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

FORM 8-K

Current Report  

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2023

Roth CH Acquisition IV Co.

(Exact name of registrant as specified in its charter)

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(Address of principal executive offices, including zip code)

(949) 720-5700

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

On May 18, 2023, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), held a special meeting of its stockholders (the “Meeting”). At the Meeting, holders of an aggregate of 4,814,516 shares of common stock of ROCG or 84.25% of the shares held of record as of the record date of April 27, 2023 and entitled to vote at the Meeting were represented in person or by proxy, which constituted a quorum for the transaction of business.

At the Meeting, the following proposals were submitted to and approved by ROCG’s stockholders:

Proposal No. 1 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.

Proposal No. 2 was approved, having received the affirmative vote of holders of at least two-thirds (66 and 2∕3%) of the voting power of all then outstanding shares of voting stock of ROCG, voting together as a single class.

3A. Changes to Authorized Capital Stock – To authorize the issuance of 160,000,000 shares of capital stock, consisting of (i) 150,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share:

3B. Required Vote to Amend the Charter – To require an affirmative vote of holders of at least two-thirds (66 and 2∕3%) of the voting power of all the then outstanding shares of voting stock of the combined company following the closing of the Business Combination (the “Combined Company”), voting together as a single class, to amend, alter, repeal or rescind, in whole or in part, certain provisions of the Proposed Charter:

3C. Required Vote to Amend the Bylaws - require an affirmative vote of holders of at least two-thirds (66 and 2∕3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Proposed Bylaws:

3D. Director Removal - To provide for the removal of directors with cause only by stockholders voting at least two-thirds (66 and 2∕3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors:

3E. Right to Act by Written Consent - To provide that any actions required to be taken or permitted to be taken by the Combined Company’s stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be taken by written consent of the Combined Company stockholders, except, any actions required to be taken or permitted to be taken by the holders of the Combined Company preferred stock may be taken by written consent to the extent expressly provided in the applicable certificate of designation relating to such series of Combined Company preferred stock:

3F. Removal of Blank Check Company Provisions - To eliminate various provisions applicable only to blank check companies, including business combination requirements:

Proposals No. 3A, B, C, D, E, and F were approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.

Director Nominees:

a.        Zvi Alon

b.       Michael Splinter

c.        Stanley Stern

d.       John Wilson

e.        Tomer Babai

f.        Joan C. Conley

All nominees for election to the board of directors of the Combined Company following the consummation of the Business Combination were elected, each such nominee having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.

Proposal No. 5 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.

Proposal No. 6 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.

Proposal No. 7 was approved, having received the affirmative vote of a majority of the shares of ROCG common stock represented in person or by proxy and entitled to vote thereon at the Meeting.

Item 8.01. Other Events.

In connection with the votes to approve the Business Combination Proposal, 1,945,251 shares of common stock of ROCG were rendered for redemption.

Based on the results of the Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the definitive proxy statement/final prospectus filed by ROCG with the SEC on April 26, 2023, the Business Combination and other transactions contemplated by the Merger Agreement is expected to be consummated on May 23, 2023. Following the consummation of the Business Combination, ROCG intends to change its name to Tigo Energy, Inc. with its common stock and warrants expected to begin trading on the Nasdaq Capital Market under the symbols “TYGO” and “TYGOW,” respectively, on May 24, 2023.

SIGNATURE

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.