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 quarterly period 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: 001-40710

Roth CH Acquisition IV Co.

(Exact name of registrant as specified in its charter)

Delaware

83-3583873

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(Address of principal executive offices)

(949) 720-5700

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ROCG	The Nasdaq Stock Market LLC
Warrants	ROCGW	The Nasdaq Stock Market LLC
Units	ROCGU	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 14,836,500 shares of common stock, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1. 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 and 2021 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23
Signatures		24


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Cash	$	401,681	$	802,606
Prepaid expenses		33,083		12,305
Prepaid insurance, short-term		176,312		176,312
Total Current Assets		611,076		991,223

Prepaid insurance, long-term		14,693		102,849
Marketable securities held in Trust Account		116,921,818		116,738,316
TOTAL ASSETS	$	117,547,587	$	117,832,388

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	112,744	$	244,793
Income taxes payable		4,372		—
Total Liabilities		117,116		244,793

Commitments

Common stock subject to possible redemption; $0.0001 par value; 11,500,000 shares at redemption value at June 30, 2022 and December 31, 2021		116,725,000		116,725,000

Stockholders' Equity
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021		334		334
Additional paid-in capital		1,267,993		1,267,993
Accumulated deficit		(562,856)		(405,732)
Total Stockholders' Equity		705,471		862,595
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	117,547,587	$	117,832,388


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operating costs	$	180,847	$	90	$	336,254	$	190
Loss from operations		(180,847)		(90)		(336,254)		(190)

Other income:
Interest earned on marketable securities held in Trust Account		153,999		—		183,502		—
Unrealized loss on marketable securities held in Trust Account		(4,277)		—		—		—
Total other income, net		149,722		—		183,502		—

Loss before provision for income taxes		(31,125)		(90)		(152,752)		(190)
Provision for income taxes		(4,372)		—		(4,372)		—
Net loss	$	(35,497)	$	(90)	$	(157,124)	$	(190)

Basic and diluted weighted average shares outstanding, redeemable common stock		11,500,000		—		11,500,000		—

Basic and diluted net loss per share, redeemable common stock	$	(0.00)	$	—	$	(0.01)	$	—

Basic and diluted weighted average shares outstanding, non-redeemable common stock		3,336,500		2,875,000		3,336,500		2,875,000

Basic and diluted net loss per share, non-redeemable common stock	$	(0.00)	$	—	$	(0.01)	$	—


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance — January 1, 2022	3,336,500	$	334	$	1,267,993	$	(405,732)	$	862,595

Net loss	—		—		—		(121,627)		(121,627)

Balance — March 31, 2022	3,336,500	$	334	$	1,267,993	$	(527,359)	$	740,968

Net loss	—		—		—		(35,497)		(35,497)

Balance — June 30, 2022	3,336,500	$	334	$	1,267,993	$	(562,856)	$	705,471


Gross proceeds	$	115,000,000
Less:
Common stock issuance costs		(1,646,673)
Proceeds allocated to Public Warrants		(4,427,500)
Plus:
Remeasurement of carrying value to redemption value		7,799,173

Common stock subject to possible redemption	$	116,725,000


			June 30,		December 31,
Description	Level		2022		2021
Assets:
Marketable securities held in Trust Account		1	$	116,921,818	$	116,738,316

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-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) and 15(d)-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*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

	ROTH CH ACQUISITION IV CO.

Date: August 12, 2022	By:	/s/ Byron Roth
	Name:	Byron Roth
	Title:	Co-Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

Date: August 12, 2022	By:	/s/ Gordon Roth
	Name:	Gordon Roth
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

SEC Form 10-Q filed by Roth CH Acquisition IV Co.