UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

☐ 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: 001-41105

ROTH CH ACQUISITION V CO.

(Exact name of registrant as specified in its charter)


Delaware		86-1229207
(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) (Zip Code)

(949) 720-5700

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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	ROCL	The Nasdaq Stock Market LLC
Warrants	ROCLW	The Nasdaq Stock Market LLC
Units	ROCLU	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 the 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 14, 2024, there were 4,919,297 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

ROTH CH ACQUISITION V CO.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 (Unaudited)		1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023(Unaudited)		2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		31
Part II. Other Information
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3. Defaults Upon Senior Securities		32
Item 4. Mine Safety Disclosures		32
Item 5. Other Information		32
Item 6. Exhibits		33
Signatures		34

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ROTH CH ACQUISITION V CO.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30,		December 31,
	2024		2023
ASSETS
Current assets
Cash	$	28,046	$	200,059
Prepaid expenses		67,140		62,174
Prepaid income taxes		45,204		—
Cash and marketable securities held in Trust Account		17,563,695		16,978,160
Total Current Assets		17,704,085		17,240,393
Total Assets	$	17,704,085	$	17,240,393

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,890,381	$	1,099,863
Promissory note – related party		1,073,144		416,841
Excise taxes payable		1,029,003		1,029,003
Income taxes payable		―		142,500
Total Current Liabilities		3,992,528		2,688,207

Commitments and Contingencies
Common stock subject to possible redemption, $0.0001 par value; 1,582,797 shares at $11.07 per share and $10.71 per share redemption value as of June 30, 2024 and December 31, 2023, respectively		17,526,638		16,949,887

Stockholders’ Deficit
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 shares subject to possible redemption) as of June 30, 2024 and December 31, 2023, respectively		334		334
Additional paid-in capital		—		—
Accumulated deficit		(3,815,415)		(2,398,035)
Total Stockholders’ Deficit		(3,815,081)		(2,397,701)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	17,704,085	$	17,240,393

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

ROTH CH ACQUISITION V CO.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
General and administrative expenses	$	886,750	$	179,481	$	1,172,663	$	385,131
Loss from operations		(886,750)		(179,481)		(1,172,663)		(385,131)

Other income (expense)
Interest earned on marketable securities held in Trust Account		225,289		1,043,998		447,687		2,297,875
Finance costs for non-redemption agreements		―		(480,000)		―		(480,000)
Interest and penalties		―		—		(463)		—
Total other income, net		225,289		563,998		447,224		1,817,875

(Loss) Income before provision for income taxes		(661,461)		384,517		(725,439)		1,432,744
Provision for income taxes		(57,971)		(290,124)		(115,190)		(629,795)
Net (loss) income	$	(719,432)	$	94,393	$	(840,629)	$	802,949

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		1,582,797		8,536,433		1,582,797		10,010,030
Basic and diluted net (loss) income per common share, common stock subject to possible redemption	$	(0.04)	$	0.06	$	0.08	$	0.12

Basic and diluted weighted average shares outstanding, non-redeemable common stock		3,336,500		3,336,500		3,336,500		3,336,500
Basic and diluted net loss per share, non-redeemable common stock	$	(0.20)	$	(0.13)	$	(0.29)	$	(0.13)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

ROTH CH ACQUISITION V CO.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024



				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2024	3,336,500	$	334	$	—	$	(2,398,035)	$	(2,397,701)

Accretion of carrying value to redemption value	—		—		—		(319,636)		(319,636)

Net loss	—		—		—		(121,197)		(121,197)

Balance – March 31, 2024	3,336,500	$	334	$	—	$	(2,838,868)	$	(2,838,534)

Accretion of carrying value to redemption value	—		—		—		(257,115)		(257,115)

Net loss	—		—		—		(719,432)		(719,432)

Balance – June 30, 2024	3,336,500	$	334	$	—	$	(3,815,415)	$	(3,815,081)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023



				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		(Deficit) Equity		(Deficit) Equity
Balance — January 1, 2023	3,336,500	$	334	$	205,072	$	554,471	$	759,877

Accretion of carrying value to redemption value	—		—		(205,072)		(669,501)		(874,573)

Net income	—		—		—		708,556		708,556

Balance — March 31, 2023	3,336,500	$	334	$	—	$	593,526	$	593,860

Accretion of carrying value to redemption value	—		—		—		(729,454)		(729,454)

Excise taxes on stock redemption	—		—		—		(930,108)		(930,108)

Net income	—		—		—		94,393		94,393

Balance — June 30, 2023	3,336,500	$	334	$	—	$	(971,643)	$	(971,309)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

ROTH CH ACQUISITION V CO.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net (loss) income	$	(840,629)	$	802,949
Adjustment to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(447,687)		(2,297,875)
Changes in operating assets and liabilities:
Prepaid expenses		(4,966)		25,467
Prepaid income taxes		(45,204)		—
Accrued expenses		790,518		(125,601)
Due to Non-redeeming Stockholders		—		480,000
Income taxes payable		(142,500)		164,795
Net cash used in operating activities		(690,468)		(950,265)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		132,152		1,296,148
Investment of cash into Trust Account		(270,000)		—
Cash withdrawn from Trust Account in connection with redemption		—		93,010,772
Net cash (used in) provided by investing activities		(137,848)		94,306,920

Cash Flows from Financing Activities:
Payments to Non-redeeming Stockholders		—		(160,000)
Proceeds from promissory note - related party		656,303		—
Redemption of common stock		—		(93,010,772)
Net cash provided by (used in) financing activities		656,303		(93,170,772)

Net Change in Cash		(172,013)		185,883
Cash – Beginning of period		200,059		687,471
Cash – End of period	$	28,046	$

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