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 June 30, 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 August 12, 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 June 30, 2022 (Unaudited) and December 31, 2021		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2022 (Unaudited)		3
Condensed Statement of Cash Flows for the Six Months Ended June 30, 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		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Part III. Signatures		28


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	401,901	$	1,361,137
Prepaid expenses		418,081		—
Total Current Assets		819,982		1,361,137

Cash and marketable securities held in Trust Account		209,281,524		209,086,874
TOTAL ASSETS	$	210,101,506	$	210,448,011

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	207,810	$	238,696
Accrued offering costs		—		11,300
Income taxes payable		23,415		—
Total Liabilities		231,225		249,996

Commitments and contingencies

Common stock subject to possible redemption 20,700,000 shares at $10.10 per share redemption value at June 30, 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 June 30, 2022 and December 31, 2021		615		615
Additional paid-in capital		1,362,780		1,362,780
Accumulated deficit		(563,114)		(235,380)
Total Stockholders’ Equity		800,281		1,128,015
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY	$	210,101,506	$	210,448,011


	For the Three		For the Six
	Months Ended		Months Ended
	June 30,		June 30,
	2022		2022
General and administrative expenses	$	275,968	$	565,295
Loss from operations		(275,968)		(565,295)

Other income:
Interest income - bank		(25)		(25)
Interest earned on investments held in Trust Account		197,788		261,001
Other income, net		197,763		260,976

Loss before provision for income taxes		(78,205)		(304,319)
Provision for income taxes		(23,415)		(23,415)
Net loss	$	(101,620)	$	(327,734)

Weighted average shares outstanding common stock		26,851,000		26,851,000
Basic net loss per common stock		(0.00)		(0.01)


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance - January 1, 2022	6,151,000	$	615	$	1,362,780	$	(235,380)	$	1,128,015

Net loss	—		—		—		(226,114)		(226,114)

Balance — March 31, 2022	6,151,000	$	615	$	1,362,780	$	(461,494)	$	901,901

Net loss	—		—		—		(101,620)		(101,620)

Balance - June 30, 2022	6,151,000	$	615	$	1,362,780	$	(563,114)	$	800,281


Cash Flows from Operating Activities:
Net loss	$	(327,734)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(261,001)
Changes in operating assets and liabilities:
Prepaid expenses		(418,081)
Accounts payable and accrued expenses		(30,886)
Income taxes payable		23,415
Net cash used in operating activities		(1,014,287)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		66,351
Net cash provided by investing activities		66,351

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

Net Change in Cash		(959,236)
Cash – Beginning of period		1,361,137
Cash – End of period	$	401,901


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


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain (Loss)		Fair Value
June 30, 2022	U.S. Treasury Securities (Mature on 913/2022)	1	$	209,268,577	$	(134,676)	$	209,133,901
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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


	ROC ENERGY ACQUISITION CORP.

Date: August 12, 2022	By:	/s/ Daniel Jeffrey Kimes
	Name:	Daniel Jeffrey Kimes
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: August 12, 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.