UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q/A
(Amendment
No. 1)
(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, 2023
OR
| ☐ | 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
Tigo
Energy, Inc.
(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.) |
| | | |
655 Campbell Technology Parkway, Suite 150 Campbell, California | | 95008 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s
telephone number, including area code: (408) 402-0802
ROTH
CH ACQUISITION IV CO.
888
San Clemente Drive, Suite 400
Newport
Beach, CA 92660
December
31, 2022
(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 Symbols | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | TYGO | | The Nasdaq Stock Market LLC |
| Warrants to purchase Common Stock, at an exercise price of $11.50 per share | | TYGOW | | 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, 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 5, 2023, the registrant had 58,144,543 shares of common stock, $0.0001 par value per share, outstanding.
Explanatory
Note
This
Quarterly Report on Form 10-Q/A constitutes Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Tigo
Energy, Inc. (the “Company”) for the period ended June 30, 2023, which was originally filed with the Securities and Exchange
Commission on August 11, 2023 (the “Original Filing”). This Amendment is being filed solely to amend the certification of
the Principal Financial Officer of the Company required under Section 906 of the Sarbanes-Oxley Act of 2002 that was included as Exhibit
32.2 to the Original Filing (the “Certification”). Specifically, the introductory sentence of the Certification incorrectly
referenced the name of the Company’s Principal Executive Officer, Zvi Alon, rather than the name of the Company’s Principal
Financial Officer, Bill Roeschlein. The Certification was properly executed by Bill Roeschlein. A corrected copy of the certification
of the Principal Financial Officer of the Company required under Section 906 of the Sarbanes-Oxley Act of 2002, dated October 23, 2023,
is filed as Exhibit 32.3 to this Amendment.
The
certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 that were filed and furnished, respectively, as
Exhibits 31.1, 31.2 and 32.2 to the Original Filing have been re-executed and re-filed as of the date of this Amendment and are included
as Exhibits 31.3, 31.4 and 32.3. Part II, Item 6 of the Original Filing has been amended to reflect the new certifications.
Other
than as described above, this Amendment does not amend, update or restate any information included in the Original Filing. This Amendment
does not reflect events occurring after the Original Filing or modify or update disclosures in the Original Filing affected by subsequent
events. This Amendment should be read in conjunction with the Original Filing.
Item
6. Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Amendment No. 1 to Merger Agreement by and among Roth CH Acquisition IV Co., Tigo Energy, Inc. and Roth IV Merger Sub Inc., dated as of April 6, 2023 (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 3.1 |
|
Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 3.2 |
|
Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 4.1 |
|
Warrant Agreement, dated August 5, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.1 |
|
Amended and Restated Registration Rights Agreement, dated as of May 23, 2023, by and among Tigo Energy, Inc., CHLM Sponsor LLC, CR Financial Holdings, Inc., and each party listed under Holder on the signature pages thereto (incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 10.2 |
|
Fiscal 2023 Executive Short Term Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2023). |
| 10.3 |
|
Form of Restricted Stock Unit Award Grant Notice (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023). |
| 10.4 |
|
Form of Stock Option Grant Notice (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023). |
| 10.5 |
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023). |
| 10.6 |
|
Form of Stock Appreciation Right Award Agreement for China Grantees (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023). |
| 10.7 |
|
Form of Stock Option Grant Notice for Israeli Participants (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023). |
| 10.8 |
|
Tigo Energy, Inc. Independent Director Compensation Policy. |
| 31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (incorporated by reference to Exhibit 31.1 to the Quarterly Report on Form 10-Q filed on August 11, 2023) |
| 31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (incorporated by reference to Exhibit 31.2 to the Quarterly Report on Form 10-Q filed on August 11, 2023) |
| 31.3† |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
| 31.4† |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
| 32.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (incorporated by reference to Exhibit 32.1 to the Quarterly Report on Form 10-Q filed on August 11, 2023) |
| 32.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (incorporated by reference to Exhibit 32.2 to the Quarterly Report on Form 10-Q filed on August 11, 2023) |
| 32.3* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) |
| 101.INS† |
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Label Linkbase Document |
| 101.PRE† |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104† |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
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 thereunto duly authorized.
| |
Tigo
Energy, Inc. |
| |
|
|
| |
By: |
/s/
Bill Roeschlein |
| |
|
Bill
Roeschlein |
| |
|
Chief
Financial Officer |
| Date:
October 23, 2023 |
|
|
2
true
--12-31
Q2
0001855447
0001855447
2023-01-01
2023-06-30
0001855447
dei:FormerAddressMember
2023-01-01
2023-06-30
0001855447
us-gaap:CommonStockMember
2023-01-01
2023-06-30
0001855447
tygo:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember
2023-01-01
2023-06-30
0001855447
2023-08-05
xbrli:shares
