Roth CH Acquisition Co. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Roth CH Acquisition Co., the “Company”) held an extraordinary general meeting of shareholders (the “General Meeting”) at 9:30 a.m. Eastern Time on April 29, 2024 for the purposes of considering and voting upon:
| ● | A proposal, by special resolution, to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (the “Memorandum”) to remove the provisions applicable to special purpose acquisition companies including the requirement to redeem and cancel 100% of the Company’s Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”) following distribution of the funds held in the Company’s trust account (the “Amendment Proposal”); and |
| ● | A proposal, as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the proposals (ii) if the Board determines before the general meeting that it is not necessary or no longer desirable to proceed with the proposals or (iii) as otherwise determined by the Chairman of the general meeting in his sole and absolute discretion (the “Adjournment Proposal”). |
The Company also held a separate meeting of its Class A shareholders at 10:00 am on April 29, 2024 (the “Class Meeting”) to vote upon the following proposal:
| ● | A proposal, for the purposes of Article 10 of the Memorandum of the Company, by the holders of a majority of not less than two thirds of the votes cast at the Class Meeting by the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the Amendment Proposal (the “Variation in Rights Proposal”). The Amendment Proposal could not be implemented without approval of the Variation in Rights Proposal as well. |
The Amendment Proposal and the Variation in Rights Proposal were both approved on April 29, 2024. As a result of the approval of these Proposals, the Company’s Memorandum will be restated in the form of the Second Amended and Restated Memorandum and Articles of Association (the “Amended Memorandum”), a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. The Amended Memorandum reflects the removal of the provisions contained in the Memorandum that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s Public Shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”). In connection with the implementation of the Amendment Proposal, the Company will be redeeming 90% of the Public Shares and providing each holder their pro rata share of the balance in the Trust Account. For more information on these proposals, please refer to the Company’s proxy statement dated March 28, 2024 (the “Proxy Statement”).
The form of the Amended Memorandum is filed as Exhibit 3.1 hereto and will be filed with the Cayman Islands Registrar of Companies but was effective upon the approval by shareholders. It is anticipated that the liquidation of the trust account and related redemption will be effective as of May 23, 2024,subject to notice and/or approval by DTC and FINRA.
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The foregoing descriptions of the Amendment Proposal and the Variation in Rights Proposal are qualified in their entirety by the full text of the Amended Memorandum which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The disclosure set forth in Item 5.03 above is incorporated into this Item 5.07 by reference.
As of March 22, 2024, the record date for the General Meeting, there were 7,869,236 ordinary shares issued and outstanding on the record date, including (i) 7,794,236 Class A ordinary shares and (ii) 75,000 Class B ordinary shares entitled to vote at the General Meeting. At the General Meeting, there were 6,601,408 shares voted by proxy or in person, or approximately 83.9% of the shares issued and outstanding and entitled to vote at the General Meeting; therefore a quorum was present.
Shareholders voted to approve the Amendment Proposal. The proposal received the following final voting results:
| FOR | AGAINST | ABSTAIN | |||
| 6,483,784 | 117,624 | 0 |
The Adjournment Proposal was not presented to the shareholders because (as disclosed in the Proxy Statement) there were sufficient votes to approve the Amendment Proposal.
As of the record date, there were 7,794,236 Class A ordinary shares that were outstanding and entitled to vote at the Class Meeting. At the Class Meeting, there were 6,601,408 Class A ordinary shares voted by proxy or in person, or approximately 84.7% of the shares issued and outstanding and entitled to vote at the Class Meeting; therefore a quorum was present.
Class A shareholders voted to approve the Variation in Rights Proposal. The proposal received the following final voting results:
| FOR | AGAINST | ABSTAIN | |||
| 6,483,784 | 117,624 | 0 |
Item 9.01 Financial Statements and Exhibits
| Exhibit 3.1 | Second Amended and Restated Memorandum and Articles of Association | |
| Exhibit 104 | Cover Page Interactive Data File |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROTH CH ACQUISITION CO. | |||
| By: | /s/ Byron Roth | ||
| Name: | Byron Roth | ||
| Title: | Co- Chief Executive Officer | ||
| Dated: May 3, 2024 | |||
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