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, 2023

☐ 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 22, 2023, 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 Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		2
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
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


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets
Cash	$	7,481	$	207,915
Prepaid insurance		127,368		170,503
Prepaid income taxes		—		4,527
Total Current Assets		134,849		382,945

Cash and marketable securities held in Trust Account		217,776,175		213,475,172
TOTAL ASSETS	$	217,911,024	$	213,858,117

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2,078,927	$	482,828
Income taxes payable		545,056		—
Working Capital Loan		120,000		—
Promissory note – related party		4,140,000		2,070,000
Deferred tax liability		—		91,572
Total Liabilities		6,883,983		2,644,400

Commitments and contingencies

Common stock subject to possible redemption; 20,700,000 shares at $10.48 and $10.30 per share redemption value at March 31, 2023 and December 31, 2022, respectively		216,976,544		213,183,552

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2023 and December 31, 2022		—		—
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, 2023 and December 31, 2022		615		615
Additional paid-in capital		—		—
Accumulated deficit		(5,950,118)		(1,970,450)
Total Stockholders' Deficit		(5,949,503)		(1,969,835)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' DEFICIT	$	217,911,024	$	213,858,117



	For the Three Months Ended
	March 31,
	2023		2022
General and administrative expenses	$	1,959,668	$	289,327
Loss from operations		(1,959,668)		(289,327)

Other income:
Interest earned on investments held in Trust Account		2,231,003		63,213
Other income		2,231,003		63,213

Income (loss) before provision for income taxes		271,335		(226,114)
Provision for income taxes		(458,011)		—
Net loss	$	(186,676)	$	(226,114)

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


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2023	6,151,000	$	615	$	—	$	(1,970,450)	$	(1,969,835)

Accretion of Common stock subject to redemption	—		—		—		(3,792,992)		(3,792,992)

Net loss	—		—		—		(186,676)		(186,676)

Balance - March 31, 2023 (unaudited)	6,151,000	$	615	$	—	$	(5,950,118)	$	(5,949,503)


Common stock subject to possible redemption as of December 31, 2021	$	209,070,000
Plus:
Remeasurement of carrying value to redemption value		4,113,552
Common stock subject to possible redemption as of December 31, 2022		213,183,552
Plus:
Remeasurement of carrying value to redemption value		3,792,992
Common stock subject to possible redemption as of March 31, 2023	$	216,976,544


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
March 31, 2023	Mutual Funds	1	$	217,776,175	$	—	$	217,776,175
December 31, 2022	U.S. Treasury Securities (Mature on 3/14/2023)	1	$	212,931,355	$	6,119	$	212,937,474

No.		Description of Exhibit
10.1		Form of Subscription Agreement ⁽¹⁾
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: May 22, 2023	By:	/s/ Daniel Jeffrey Kimes
	Name:	Daniel Jeffrey Kimes
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 22, 2023	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.