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, 2024

☐ 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 15, 2024, there were 5,847,012 shares of common stock, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Unaudited)		1
Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023(Unaudited)		2
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		29
Part II. Other Information
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		31
Signatures		32


	March 31,		December 31,
	2024		2023
ASSETS
Current assets
Cash	$	56,435	$	200,059
Prepaid expenses		107,990		62,174
Cash and marketable securities held in Trust Account		17,335,558		16,978,160
Total Current Assets		17,499,983		17,240,393

Total Assets	$	17,499,983	$	17,240,393

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	1,146,084	$	1,099,863
Promissory note – related party		864,930		416,841
Excise taxes payable		1,029,003		1,029,003
Income taxes payable		28,977		142,500
Total Current Liabilities		3,068,994		2,688,207

Commitments and Contingencies

Common stock subject to possible redemption, $0.0001 par value; 1,582,797 shares at $10.91 per share and $10.71 per share redemption value as of March 31, 2024 and December 31, 2023, respectively		17,269,523		16,949,887

Stockholders’ Deficit
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023, respectively		334		334
Additional paid-in capital		—		—
Accumulated deficit		(2,838,868)		(2,398,035)
Total Stockholders’ Deficit		(2,838,534)		(2,397,701)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	17,499,983	$	17,240,393


	For the
	Three Months Ended
		March 31,
	2024		2023
General and administrative expenses	$	285,913	$	205,650
Loss from operations		(285,913)		(205,650)

Other income
Interest earned on marketable securities held in Trust Account		222,398		1,253,877
Interest and penalties		(463)		—
Total other income, net		221,935		1,253,877

(Loss) Income before provision for income taxes		(63,978)		1,048,227
Provision for income taxes		(57,219)		(339,671)
Net (loss) income	$	(121,197)	$	708,556

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		1,582,797		11,500,000
Basic and diluted net income per common share, common stock subject to possible redemption	$	0.11	$	0.06

Basic and diluted weighted average shares outstanding, non-redeemable common stock		3,336,500		3,336,500
Basic and diluted net loss per share, non-redeemable common stock	$	(0.09)	$	(0.01)



				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2024	3,336,500	$	334	$	—	$	(2,398,035)	$	(2,397,701)

Accretion of carrying value to redemption value	—		—		—		(319,636)		(319,636)

Net loss	—		—		—		(121,197)		(121,197)

Balance – March 31, 2024	3,336,500	$	334	$	—	$	(2,838,868)	$	(2,838,534)


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
Less:
Shares Redeemed		(102,900,344)
Plus:
Accretion of carrying value to redemption value		2,040,857
Common stock subject to possible redemption, December 31, 2023		16,949,887
Plus:
Accretion of carrying value to redemption value		319,636
Common stock subject to possible redemption, March 31, 2024	$	17,269,523


	For the		For the
	Three Months		Three Months
	Ended		Ended
	March 31, 2024		March 31, 2023
Net (loss) income	$	(121,197)	$	708,556
Accretion of redeemable common stock to redemption amount		(319,636)		(874,573)
Net loss including accretion of temporary equity to redemption value	$	(440,833)	$	(166,017)


		March 31,		December 31,
Description	Level	2024		2023
Assets:
U.S. Mutual Funds Held in Trust Account	1	$	17,335,558	$	16,978,160

SEC Form 10-Q filed by Roth CH Acquisition V Co.