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 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: 001-41105

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 May 11, 2023, there were 14,836,500 shares of common stock, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		1
Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022(Unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 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		22
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		23
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		24
Signatures		25


	March 31,		December 31,
	2023		2022

ASSETS
Current assets
Cash	$	289,807	$	687,471
Prepaid expenses		168,440		150,250
Cash and marketable securities held in Trust Account		119,166,337		118,377,460
Total Current Assets		119,624,584		119,215,181

Total Assets	$	119,624,584	$	119,215,181

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	50,895	$	224,719
Income taxes payable		295,882		421,211
Total Current Liabilities		346,777		645,930

Commitments and Contingencies

Common stock subject to possible redemption, $0.0001 par value; 11,500,000 shares at $10.32 per share and $10.24 per share redemption value as of March 31, 2023 and December 31, 2022, respectively		118,683,947		117,809,374

Stockholders’ Equity
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022		334		334
Additional paid-in capital		—		205,072
Accumulated earnings		593,526		554,471
Total Stockholders’ Equity		593,860		759,877

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	119,624,584	$	119,215,181


	For the Three Months Ended
	March 31,
	2023		2022
General and administrative expenses	$	205,650	$	171,435
Loss from operations		(205,650)		(171,435)

Other income
Interest earned on marketable securities held in Trust Account		1,253,877		19,697
Total other income		1,253,877		19,697

Income (loss) before provision for income taxes		1,048,227		(151,738)
Provision for income taxes		(339,671)		—
Net income (loss)	$	708,556	$	(151,738)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		11,500,000		11,500,000
Basic and diluted net income (loss) per common share, common stock subject to possible redemption	$	0.06	$	(0.01)

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

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



				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Equity		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


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	708,556	$	(151,738)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,253,877)		(19,697)
Changes in operating assets and liabilities:
Prepaid expenses		(18,190)		5,749
Accrued expenses		(173,824)		49,910
Income taxes payable		(125,329)		—
Net cash used in operating activities		(862,664)		(115,776)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		465,000		—
Net cash provided by investing activities		465,000		—

Net Change in Cash		(397,664)		(115,776)
Cash – Beginning of period		687,471		898,895
Cash – End of period	$	289,807	$	783,119

Non-cash financing activities:
Change in value of Class A common stock subject to possible redemption	$	874,573	$	—

Supplemental information
Income taxes paid	$	465,000	$	—


Gross proceeds	$	115,000,000
Less:
Common stock issuance costs		(1,625,220)
Plus:
Accretion of carrying value to redemption value		3,350,220
Common stock subject to possible redemption, December 31, 2021		116,725,000
Plus:
Accretion of carrying value to redemption value		1,084,374
Common stock subject to possible redemption, December 31, 2022		117,809,374
Plus:
Accretion of carrying value to redemption value		874,573
Common stock subject to possible redemption, March 31, 2023	$	118,683,947


		March 31,		December 31,
Description	Level	2023		2022
Assets:
U.S. Mutual Funds Held in Trust Account	1	$	119,166,337	$	118,377,460


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officers 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 Officers 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 V CO.

Date:May 15, 2023	By:	/s/ Byron Roth
	Name:	Byron Roth
	Title:	Co-Chief Executive Officer and Co-Chairman of the Board
		(Co-Principal Executive Officer)

Date: May 15, 2023	By:	/s/ John Lipman
	Name:	John Lipman
	Title:	Co-Chief Executive Officer and Co-Chairman of the Board
		(Co-Principal Executive Officer)

Date: May 15, 2023	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 V Co.