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 September 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 November 8, 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 September 30, 2022 (Unaudited) and December 31, 2021		1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 (Unaudited)		3
Condensed Statement of Cash Flows for the Nine Months Ended September 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 About Market Risk		21
Item 4. Controls and Procedures		22
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		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Part III. Signatures		27


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	307,310	$	1,361,137
Prepaid expenses		289,553		—
Total Current Assets		596,863		1,361,137

Cash and marketable securities held in Trust Account		210,111,564		209,086,874
TOTAL ASSETS	$	210,708,427	$	210,448,011

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	324,659	$	238,696
Accrued offering costs		—		11,300
Income taxes payable		187,223		—
Total Liabilities		511,882		249,996

Commitments and contingencies

Common stock subject to possible redemption 20,700,000 shares at $10.13 and $10.10 per share redemption value at September 30, 2022 and December 31, 2021, respectively		209,774,341		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 September 30, 2022 and December 31, 2021		615		615
Additional paid-in capital		658,439		1,362,780
Accumulated deficit		(236,850)		(235,380)
Total Stockholders’ Equity		422,204		1,128,015
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY	$	210,708,427	$	210,448,011


	For the Three		For the Nine
	Months Ended		Months Ended
	September 30,		September 30,
	2022		2022
General and administrative expenses	$	339,968	$	905,288
Loss from operations		(339,968)		(905,288)

Other income:
Interest earned on investments held in Trust Account		830,040		1,091,041
Other income		830,040		1,091,041

Income before provision for income taxes		490,072		185,753
Provision for income taxes		(163,808)		(187,223)
Net income (loss)	$	326,264	$	(1,470)

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


				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 (unaudited)	6,151,000		615		1,362,780		(461,494)		901,901

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

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

Remeasurement of Common stock subject to redemption	—		—		(704,341)		—		(704,341)

Net income	—		—		—		326,264		326,264

Balance - September 30, 2022 (unaudited)	6,151,000	$	615	$	658,439	$	(236,850)	$	422,204


Cash Flows from Operating Activities:
Net loss	$	(1,470)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,091,041)
Changes in operating assets and liabilities:
Prepaid expenses		(289,553)
Accounts payable and accrued expenses		85,963
Income taxes payable		187,223
Net cash used in operating activities		(1,108,878)

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		(1,053,827)
Cash – Beginning of period		1,361,137
Cash – End of period	$	307,310


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights		(17,595,000)
Common stock issuance costs		(4,552,520)
Plus:
Accretion of carrying value to redemption value		24,217,520
Common stock subject to possible redemption as of December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		704,341
Common stock subject to possible redemption as of September 30, 2022	$	209,774,341


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
September 30, 2022	U.S. Treasury Securities (Mature on 12/13/22)	1	$	210,098,550	$	87,019	$	210,185,569
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: November 8, 2022	By:	/s/ Daniel Jeffrey Kimes
	Name:	Daniel Jeffrey Kimes
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November 8, 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.