SC 13G 1 tm246264d1_sc13g.htm 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 V CO.

(Name of Issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

77867R209
(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).

(Continued on following page(s))

Page 1 of 9 Pages

1	Name of Reporting Person Byron Roth
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5	Sole Voting Power 481,295
	6	Shared Voting Power 763,615(1)
	7	Sole Dispositive Power 481,295
	8	Shared Dispositive Power 763,615(1)

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,244,910(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 25.3%
12	Type of Reporting Person (See Instructions) IN

(1) Includes shares beneficially owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.

Page 2 of 9 Pages

1	Name of Reporting Person Gordon Roth
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5	Sole Voting Power 98,951
	6	Shared Voting Power 763,615(1)
	7	Sole Dispositive Power 98,951
	8	Shared Dispositive Power 763,615(1)

9	Aggregate Amount Beneficially Owned by Each Reporting Person 862,566(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 17.5%
12	Type of Reporting Person (See Instructions) IN

(1) Includes shares beneficially owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.

Page 3 of 9 Pages

1	Name of Reporting Person CR Financial Holdings, Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization California

Number of Shares Beneficially Owned By Each Reporting Person With:	5	Sole Voting Power 763,615
	6	Shared Voting Power -0-
	7	Sole Dispositive Power 763,615
	8	Shared Dispositive Power -0-

9	Aggregate Amount Beneficially Owned by Each Reporting Person 763,615
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 15.5%
12	Type of Reporting Person (See Instructions) CO

Page 4 of 9 Pages

1	Name of Reporting Person John Lipman
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5	Sole Voting Power 802,232
	6	Shared Voting Power -0-
	7	Sole Dispositive Power 802,232
	8	Shared Dispositive Power -0-

9	Aggregate Amount Beneficially Owned by Each Reporting Person 802,232
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 16.3%
12	Type of Reporting Person (See Instructions) IN

Page 5 of 9 Pages

1	Name of Reporting Person CHLM Sponsor-5 LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(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 802,234
	6	Shared Voting Power -0-
	7	Sole Dispositive Power 802,234
	8	Shared Dispositive Power -0-

9	Aggregate Amount Beneficially Owned by Each Reporting Person 802,234
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 16.3%
12	Type of Reporting Person (See Instructions) CO

Page 6 of 9 Pages

Item 1.

(a)

Name of Issuer: Roth CH Acquisition V Co.

(b)

Address of Issuer’s Principal Executive Offices:

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Item 2.

(a)

Name of Person Filing:

(i)

Byron Roth

(ii)

Gordon Roth

(iii)

CR Financial Holdings, Inc.

(iv)

John Lipman

(v)

CHLM Sponsor-5 LLC

(b)

Address of Principal Business Office or if none, Residence:

c/o Roth CH Acquisition V Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(c)

Citizenship:

(i) Byron Roth	United States
(ii) Gordon Roth	United States
(iii) CR Financial Holdings, Inc.	California
(iv) John Lipman	United States
(v) CHLM Sponsor-5 LLC	Delaware

(d)

Title of Class of Securities: Common Stock, $0.0001 par value

(e)

CUSIP Number: 77867R209

Item 3. Not Applicable

Item 4. Ownership.

(a)

Amount Beneficially Owned:

(i) Byron Roth	1,244,910 shares. Includes 763,615 shares owned by CR Financial Holdings, Inc.
(ii) Gordon Roth	862,566 shares. Includes 763,615 shares owned by CR Financial Holdings, Inc.
(iii) CR Financial Holdings, Inc.	763,615 shares
(iv) John Lipman	802,232 shares
(v) CHLM Sponsor-5 LLC	802,234 shares

Page 7 of 9 Pages

(b)

Percent of Class:

(i) Byron Roth	25.3%
(ii) Gordon Roth	17.5%
(iii) CR Financial Holdings, Inc.	15.5%
(iv) John Lipman	16.3%
(v) CHLM Sponsor-5 LLC	16.3%

The foregoing percentages are based on 4,919,297 shares of common stock outstanding as of February 14, 2024.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

(1) Byron Roth	481,295
(2) Gordon Roth	98,951
(3) CR Financial Holdings, Inc.	763,615
(4) John Lipman	802,232
(5) CHLM Sponsor-5 LLC	802,234

(ii)

shared power to vote or to direct the vote:

(1) Byron Roth	763,615
(2) Gordon Roth	763,615
(3) CR Financial Holdings, Inc.	0
(4) John Lipman	0
(5) CHLM Sponsor-5 LLC	0

(iii)

sole power to dispose or to direct the disposition of:

(1) Byron Roth	481,295
(2) Gordon Roth	98,951
(3) CR Financial Holdings, Inc.	763,615
(4) John Lipman	802,232
(5) CHLM Sponsor-5 LLC	802,234

(iv)

shared power to dispose or to direct the disposition of:

(1) Byron Roth	763,615
(2) Gordon Roth	763,615
(3) CR Financial Holdings, Inc.	0
(4) John Lipman	0
(5) CHLM Sponsor-5 LLC	0

Item 5.

Ownership of Five Percent or Less of a Class: Not Applicable

Item 6.

Ownership of More than Five 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

Page 8 of 9 Pages

SIGNATURE

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 14, 2024

	/s/ Byron Roth
	Byron Roth

	/s/ Gordon Roth
	Gordon Roth

	CR FINANCIAL HOLDINGS, INC.

	By:	/s/ Byron Roth
	Name: Byron Roth
	Title: Chief Executive Officer

	/s/ John Lipman
	John Lipman

	CHLM SPONSOR-5 LLC

	By:	/s/ Steve Dyer
	Name: Steve Dyer
	Title: Chief Executive Officer

Page 9 of 9 Pages

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