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    SEC Form SC 13G filed by Roth CH Acquisition Co.

    2/9/24 5:19:58 PM ET
    $USCT
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    SC 13G 1 d730843dsc13g.htm SC 13G SC 13G

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. )*

     

     

    Roth CH Acquisition Co.

    (Name of Issuer)

    Class A Ordinary Shares, par value $0.0001 per share

    (Title of Class of Securities)

    G88935112

    (CUSIP Number)

    December 31, 2023

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    ☐ Rule 13d-1(b)

    ☐ Rule 13d-1(c)

    ☒ Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP: G88935112

    Page 2 of 7

     

    1   

    NAMES OF REPORTING PERSONS

     

    Spring Creek Capital, LLC

    2   

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐  (b) ☐

     

    3   

    SEC USE ONLY

     

    4   

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON

    WITH

       5   

    SOLE VOTING POWER

     

    100,000 (1)

       6   

    SHARED VOTING POWER

     

    0

       7   

    SOLE DISPOSITIVE POWER

     

    100,000 (1)

       8   

    SHARED DISPOSITIVE POWER

     

    0

    9   

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    100,000 (1)

    10   

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

    ☐

    11   

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    1.28%

    12   

    TYPE OF REPORTING PERSON

     

    OO

     

    (1)

    Represents 100,000 Class A Ordinary Shares, par value $0.0001 per share (“Public Shares”), of Roth CH Acquisition Co. (the “Issuer”).


    CUSIP: G88935112

    Page 3 of 7

     

    1   

    NAMES OF REPORTING PERSONS

     

    Koch Industries, Inc.

    2   

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a)  ☐ (b)  ☐

     

    3   

    SEC USE ONLY

     

    4   

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Kansas

    NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON

    WITH

       5   

    SOLE VOTING POWER

     

    100,000 (1)

       6   

    SHARED VOTING POWER

     

    0

       7   

    SOLE DISPOSITIVE POWER

     

    100,000 (1)

       8   

    SHARED DISPOSITIVE POWER

     

    0

    9   

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    100,000 (1)

    10   

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

    ☐

    11   

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    1.28%

    12   

    TYPE OF REPORTING PERSON

     

    CO

     

    (1)

    Represents 100,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC.


    CUSIP: G88935112

    Page 4 of 7

     

    Item

    1(a). Name of Issuer: Roth CH Acquisition Co. (the “Issuer”)

    Item 1(b). Address of Issuer’s Principal Executive Officers: 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141

     

    Item

    2(a). Name of Person Filing:

    Spring Creek Capital, LLC (“Spring Creek”)

    SCC Holdings, LLC (“SCC”)

    KIM, LLC (“KIM”)

    Koch Investments Group, LLC (“KIG”)

    Koch Investments Group Holdings, LLC (“KIGH”)

    Koch Industries, Inc. (“Koch Industries”)

    (Each a “Reporting Person,” and collectively, the “Reporting Persons”).

     

    Item

    2(b). Address or Principal Business Office or, if None, Residence:

    The principal business office for all Reporting Persons is:

    4111 E. 37th Street North

    Wichita, KS 67220

     

    Item

    2(c). Citizenship: See Item 4 of each cover page.

    Item 2(d). Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share (“Public Shares”).

    Item 2(e). CUSIP No.: G88935112.

    Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

    Item 4. Ownership.

    (a) Amount beneficially owned: See Item 9 of each cover page.

    (b) Percent of class: See Item 11 of each cover page. Calculated using 7,794,236 Public Shares outstanding as of November 24, 2023, as reported on the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 30, 2023.

    (c) Number of shares as to which the person has:

     

      (i)

    Sole power to vote or to direct the vote: See Item 5 of each cover page.

     

      (ii)

    Shared power to vote or to direct the vote: See Item 6 of each cover page.

     

      (iii)

    Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

     

      (iv)

    Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

    The Reporting Persons’ ownership of the Public Shares exceeded 5% as of December 31, 2023. Subsequent to December 31, 2023 and prior to this filing, the Reporting Persons sold certain of their Public Shares and, as a result, the Reporting Persons reduced their ownership of the Public Shares to less than 5% of the Issuer’s Public Shares.

    Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

    Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.


    CUSIP: G88935112

    Page 5 of 7

     

    Item 5. Ownership of 5 Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

    Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

    Not applicable.

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

    Not applicable.

    Item 8. Identification and Classification of Members of the Group.

    Not applicable.

    Item 9. Notice of Dissolution of Group.

    Not applicable.

    Item 10. Certifications.

    Not applicable.


    CUSIP: G88935112

    Page 6 of 7

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Dated: February 9, 2024

     

    Spring Creek Capital, LLC
    By:   /s/ Raffaele G. Fazio
    Name:   Raffaele G. Fazio
    Title:   Vice President and Secretary
    SCC Holdings, LLC
    By:   /s/ Raffaele G. Fazio
    Name:   Raffaele G. Fazio
    Title:   Secretary
    KIM, LLC
    By:   /s/ Raffaele G. Fazio
    Name:   Raffaele G. Fazio
    Title:   Vice President and Secretary
    Koch Investments Group, LLC
    By:   /s/ Raffaele G. Fazio
    Name:   Raffaele G. Fazio
    Title:   Secretary
    Koch Investments Group Holdings, LLC
    By:   /s/ Raffaele G. Fazio
    Name:   Raffaele G. Fazio
    Title:   Secretary
    Koch Industries, Inc.
    By:   /s/ Raffaele G. Fazio
    Name:   Raffaele G. Fazio
    Title:   Assistant Secretary


    CUSIP: G88935112

    Page 7 of 7

     

    EXHIBIT INDEX

     

    Exhibit Number

      

    Title

    99.1    Joint Filing Agreement
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