UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41103

ROC ENERGY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

87-2488708

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

75248

16400 Dallas Parkway

Dallas, Texas 75248

(Address of principal executive offices)

(972) 392-6180

(Issuer's telephone number)

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


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Common Stock, and one Right to receive one-tenth of one share of Common Stock	ROCAU	The Nasdaq Stock Market LLC
Common Stock, $0.0001 par value per share	ROC	The Nasdaq Stock Market LLC
Rights, each exchangeable into one-tenth of one share of Common Stock	ROCAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 16, 2022, there were 26,851,000 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
Condensed Statement of Operations for the three months ended March 31, 2022 (Unaudited)		2
Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2022 (Unaudited)		3
Condensed Statement of Cash Flows for the three months ended March 31, 2022 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		18
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		25
Part III. Signatures		26


	March 31,		December 31,
	2022		2021
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	557,580	$	1,361,137
Prepaid expenses		489,137		—
Total Current Assets		1,046,717		1,361,137

Cash and marketable securities held in Trust Account		209,150,087		209,086,874
TOTAL ASSETS	$	210,196,804	$	210,448,011

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	224,903	$	238,696
Accrued offering costs		—		11,300
Total Liabilities		224,903		249,996

Commitments and contingencies

Common stock subject to possible redemption 20,700,000 shares at $10.10 per share redemption value at March 31, 2022 and December 31, 2021		209,070,000		209,070,000

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,151,000 shares issued and outstanding (excluding 20,700,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		615		615
Additional paid-in capital		1,362,780		1,362,780
Accumulated deficit		(461,494)		(235,380)
Total Stockholders’ Equity		901,901		1,128,015
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY	$	210,196,804	$	210,448,011


General and administrative expenses	$	289,327
Loss from operations		(289,327)

Other income:
Interest earned on investments held in Trust Account		63,213

Net loss	$	(226,114)

Weighted average shares outstanding of common stock		26,851,000
Basic and diluted loss per share, common stock	$	(0.01)


Cash Flows from Operating Activities:
Net loss	$	(226,114)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(63,213)
Changes in operating assets and liabilities:
Prepaid expenses		(489,137)
Accounts payable and accrued expenses		(13,793)
Net cash used in operating activities		(792,257)

Cash Flows from Financing Activities:
Payment of offering costs		(11,300)
Net cash used in financing activities		(11,300)

Net Change in Cash		(803,557)
Cash – Beginning of period		1,361,137
Cash – End of period	$	557,580


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights	$	(17,595,000)
Common stock issuance costs	$	(4,552,520)
Plus:
Remeasurement of carrying value to redemption value	$	24,217,520
Common stock subject to possible redemption	$	209,070,000


	Three Months ended
	March 31, 2022
	Common Stock
Basic and diluted net loss per common share
Numerator:
Allocation of net loss as adjusted	$	(226,114)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000

Basic and diluted net loss per common share	$	(0.01)


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain (Loss)		Fair Value
March 31, 2022	U.S. Treasury Securities (Mature on 6/9/2022)	1	$	209,150,087	$	(100,232)	$	209,049,855
December 31, 2021	U.S. Treasury Securities (Mature on 6/9/2022)	1	$	209,081,449	$	13,137	$	209,094,586


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document


	ROC ENERGY ACQUISITION CORP.

Date: May 16, 2022	By:	/s/ Daniel Jeffrey Kimes
	Name:	Daniel Jeffrey Kimes
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 16, 2022	By:	/s/ Rosemarie Cicalese
	Name:	Rosemarie Cicalese
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by ROC Energy Acquisition Corp.