$ROCL
Roth CH Acquisition V Co

2024 Q3 Form 10-Q Financial Statement

#000141057824001433 Filed on August 14, 2024

View on sec.gov

Income Statement

Concept 2024 Q3 2024 Q2
Revenue $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin $886.8K
YoY Change 394.07%
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $886.8K
YoY Change 394.07%
Operating Profit -$886.8K
YoY Change 394.06%
Interest Expense $225.3K
YoY Change -60.05%
% of Operating Profit
Other Income/Expense, Net $225.3K
YoY Change -60.06%
Pretax Income -$661.5K
YoY Change -272.02%
Income Tax $57.97K
% Of Pretax Income
Net Earnings -$719.4K
YoY Change -862.17%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share -$0.15
COMMON SHARES
Basic Shares Outstanding 4.919M 4.919M shares
Diluted Shares Outstanding

Balance Sheet

Concept 2024 Q3 2024 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments $28.05K
YoY Change -96.79%
Cash & Equivalents $28.05K
Short-Term Investments
Other Short-Term Assets $17.68M
YoY Change -33.28%
Inventory
Prepaid Expenses $67.14K
Receivables
Other Receivables
Total Short-Term Assets $17.70M
YoY Change -35.31%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments
YoY Change
Other Assets
YoY Change
Total Long-Term Assets $0.00
YoY Change
TOTAL ASSETS
Total Short-Term Assets $17.70M
Total Long-Term Assets $0.00
Total Assets $17.70M
YoY Change -35.31%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable
YoY Change
Accrued Expenses $2.919M
YoY Change 183.65%
Deferred Revenue
YoY Change
Short-Term Debt $1.073M
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $3.993M
YoY Change 106.31%
LONG-TERM LIABILITIES
Long-Term Debt $0.00
YoY Change
Other Long-Term Liabilities
YoY Change
Total Long-Term Liabilities $0.00
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities $3.993M
Total Long-Term Liabilities $0.00
Total Liabilities $3.993M
YoY Change 106.31%
SHAREHOLDERS EQUITY
Retained Earnings -$3.815M
YoY Change 292.68%
Common Stock $334.00
YoY Change 0.0%
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$3.815M
YoY Change
Total Liabilities & Shareholders Equity $17.70M
YoY Change -35.31%

Cashflow Statement

Concept 2024 Q3 2024 Q2
OPERATING ACTIVITIES
Net Income -$719.4K
YoY Change -862.17%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities -$233.8K
YoY Change 166.82%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities -$2.850K
YoY Change -100.0%
Cash From Investing Activities -$2.850K
YoY Change -100.0%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities 208.2K
YoY Change -100.22%
NET CHANGE
Cash From Operating Activities -233.8K
Cash From Investing Activities -2.850K
Cash From Financing Activities 208.2K
Net Change In Cash -28.40K
YoY Change -104.87%
FREE CASH FLOW
Cash From Operating Activities -$233.8K
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Roth CH Acquisition V Co. (the “Company”) was incorporated in Delaware on November 5, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of June 30, 2024, the Company had not commenced any operations. All activity through June 30, 2024 related to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 461,500 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain of the Company’s initial stockholders, generating gross proceeds of $4,615,000, which is described in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $1,625,220, consisting of $1,150,000 of underwriting fees, and $475,220 of other offering costs.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the Initial Public Offering on December 3, 2021, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the proceeds from the Trust Account, as described below.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company initially would not proceed with a Business Combination if the Company had net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of how or whether they vote on the proposed transaction or do not vote at all. On December 1, 2023, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation which expanded the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will have until December 3, 2024 (unless the Company extends the period of time it has to complete an initial business combination) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and liquidation expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On May 17, 2023, the Company held a special meeting of stockholders (the “May Special Meeting”), at which the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Amended and Restated Certificate of Incorporation to give the Company the right to extend the date by which the Company has to consummate a business combination up to six (6) times, each such extension for an additional one (1) month period, from June 3, 2023 to December 4, 2023. In connection with the May Special Meeting stockholders exercised their right to redeem 8,989,488 shares of common stock for an aggregate price of approximately $10.36 per share, for an aggregate redemption amount of $93,010,772. After the satisfaction of such redemptions, the balance in the Company’s Trust account on June 2, 2023, was $27,077,077 (including interest not previously released to the Company).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On October 9, 2023, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Rule”). In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. On May 13, 2024, Nasdaq notified the Company that it did not regain compliance with the requirement during the extension period. .On May 17, 2023, the Company requested a hearing before a Nasdaq Hearing Panel (the “Panel”). A hearing on this matter was held on June 27, 2024 and on July 3, 2024, Nasdaq notified the Company that the Panel has determined to grant the Company’s request to continue its listing on Nasdaq subject to the condition that on or before November 11, 2024, the Company shall demonstrate compliance with the Rule. The Company expects to demonstrate its compliance with the Rule in connection with the closing of its business combination with New Era Helium Corporation.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On December 1, 2023, the Company held a special meeting of stockholders (the “December Special Meeting”), at which the Company’s stockholders approved an amendment to its amended and restated certificate of incorporation (the “Charter Amendment”), to, among other things, (i) give the Company the right to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period (each, an “Extension”), from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO) provided that an extension amount of the lesser of $45,000 or $0.03 per public share for each one-month extension (the “Extension Payment”) is deposited into the Trust Account in connection with each Extension and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. As of June 30, 2024, the Company paid an aggregate amount of $315,000 to the Trust account for each one-month extension to extend the date by which the Company must consummate its Business Combination from December 4, 2023 to July 4, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In connection with the stockholders’ vote at the December Special Meeting, stockholders exercised their right to redeem 927,715 shares of common stock for an aggregate redemption price of approximately $10.66 per share, or for an aggregate redemption amount of approximately $9,889,573. After the satisfaction of such redemptions, the balance in the Company’s Trust account on December 8, 2023, was $16,872,840 (including interest not previously released to the Company).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account ($10.15).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.15 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Initial Stockholders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Principles of Consolidation</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant balances and transactions have been eliminated in consolidation.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Liquidity and Going Concern</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of June 30, 2024, the Company had $28,046 in its operating bank account and a working capital deficit of $3,897,342.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On July 26, 2023, the Company issued an unsecured promissory note in the aggregate amount of up to $750,000 (the “July Note”) to individuals or entities listed on the Note. The Note is non-interest bearing and is payable on the earlier of (i) the date on which the Company consummates an initial business combination or (ii) the date the Company liquidates if a Business Combination is not consummated. The July Note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any. The proceeds will be used by the Company to pay various expenses of the Company, including the extension payments, and for general corporate purposes. At June 30, 2024, there was $750,000 outstanding under the July Note.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On March 27, 2024, the Company issued an unsecured promissory note in the aggregate amount of up to $600,000 (the “March Note”) to individuals or entities listed on the Note. The March Note is non-interest bearing and is payable on the earlier of (i) the date on which the Company consummates an initial business combination or (ii) the date the Company liquidates if a Business Combination is not consummated. The March Note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any. The proceeds will be used by the Company to pay various expenses of the Company, including the extension payments, and for general corporate purposes. At June 30, 2024, there was $323,144 outstanding under the March Note.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will need to raise additional capital through loans or additional investments from the Initial Stockholders or its officers, directors or their affiliates. The Initial Stockholders and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The Company plans to address this uncertainty through working capital loans and through consummation of our initial business combination. There is no assurance that working capital loans will be available to the Company or that our plans to consummate a business combination will be successful; therefore, there is substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Risks and Uncertainties</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on the Company’s search for a target company for a Business Combination, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Inflation Reduction Act of 2022</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:17.85pt;margin:0pt 0pt 12pt 0pt;">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.  </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In connection with the stockholders’ vote at the May Special Meeting, public stockholders exercised their right to redeem 8,989,488 shares of common stock for a total of $93,010,772. In connection with the stockholders’ vote at the December Special Meeting, 927,715 shares of common stock were tendered for redemption as of December 1, 2023. Excise tax should be recognized in the period incurred, that is when the repurchase occurs. Any reduction in the tax liability due to a subsequent stock issuance, or an event giving rise to an exception, which occurs within a tax year should be recorded in the period of such stock issuance or event giving rise to an exception. As of June 30, 2024, the Company recorded $1,029,003 of excise tax liability calculated as 1% of shares redeemed on May 31, 2023 and December 1, 2023.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:17.85pt;margin:0pt 0pt 12pt 0pt;">During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:17.85pt;margin:0pt;">The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;"><span style="font-size:1pt;margin-bottom:12pt;visibility:hidden;">​</span></p>
rocl Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2024Q2 rocl Transaction Costs
TransactionCosts
1625220
CY2024Q2 rocl Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
1150000
CY2024Q2 rocl Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
475220
rocl Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
80
rocl Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
50
CY2024Q2 rocl Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
rocl Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
rocl Stockholders Exercised Their Right To Redeem Common Stock Number Of Shares
StockholdersExercisedTheirRightToRedeemCommonStockNumberOfShares
8989488
CY2024Q2 rocl Aggregate Price
AggregatePrice
10.36
rocl Stockholders Exercised Their Right To Redeem Common Stock Value Of Shares
StockholdersExercisedTheirRightToRedeemCommonStockValueOfShares
93010772
CY2023Q2 us-gaap Assets Held In Trust Current
AssetsHeldInTrustCurrent
27077077
rocl Public Per Shares
PublicPerShares
0.03
CY2024Q2 rocl Aggregate Extension Amount Deposited Into Trust Account
AggregateExtensionAmountDepositedIntoTrustAccount
315000
CY2024Q2 rocl Common Stock Right To Redeem Shares Number Of Shares
CommonStockRightToRedeemSharesNumberOfShares
927715
rocl Redemption Price Per Shares
RedemptionPricePerShares
10.66
CY2024Q2 rocl Redemption Amount
RedemptionAmount
9889573
CY2023Q4 us-gaap Assets Held In Trust
AssetsHeldInTrust
16872840
CY2024Q2 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
28046
rocl Working Capital
WorkingCapital
3897342
CY2022Q3 rocl Excise Tax
ExciseTax
0.01
rocl Stockholders Exercised Their Right To Redeem Common Stock Number Of Shares
StockholdersExercisedTheirRightToRedeemCommonStockNumberOfShares
8989488
rocl Stockholders Exercised Their Right To Redeem Common Stock Value Of Shares
StockholdersExercisedTheirRightToRedeemCommonStockValueOfShares
93010772
CY2023Q4 rocl Common Stock Right To Redeem Shares Number Of Shares
CommonStockRightToRedeemSharesNumberOfShares
927715
CY2024Q2 us-gaap Loss Contingency Estimate Of Possible Loss
LossContingencyEstimateOfPossibleLoss
1029003
CY2024Q2 rocl Percentage Of Estimated Potential Excise Tax Liability On Shares Redeemed
PercentageOfEstimatedPotentialExciseTaxLiabilityOnSharesRedeemed
0.01
rocl Excise Tax Payable Percentage Of Interest On Additional Interest And Penalties
ExciseTaxPayablePercentageOfInterestOnAdditionalInterestAndPenalties
0.10
rocl Excise Tax Payable Underpayment Penalty Percentage
ExciseTaxPayableUnderpaymentPenaltyPercentage
0.05
rocl Excise Tax Payable Maximum Underpayment Penalty Percentage Of Total Liability
ExciseTaxPayableMaximumUnderpaymentPenaltyPercentageOfTotalLiability
0.25
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Use of Estimates</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.</p>
CY2024Q2 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2023Q4 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2021 us-gaap Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
115000000
CY2021 rocl Temporary Equity Issuance Costs
TemporaryEquityIssuanceCosts
1625220
CY2021 us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
3350220
CY2021Q4 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
116725000
CY2022 us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
1084374
CY2022Q4 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
117809374
CY2023 rocl Temporary Equity Stock Redeemed Or Called During Period Value
TemporaryEquityStockRedeemedOrCalledDuringPeriodValue
102900344
CY2023 us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
2040857
CY2023Q4 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
16949887
us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
576751
CY2024Q2 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
17526638
us-gaap Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
0.0876
us-gaap Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
0.4118
CY2024Q2 us-gaap Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
0.1588
CY2023Q2 us-gaap Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
0.3593
us-gaap Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
0.21
CY2023Q2 us-gaap Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
0.21
us-gaap Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
0.21
CY2024Q2 us-gaap Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
0.21
CY2024Q2 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2024Q2 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2024Q2 us-gaap Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights
5980750
CY2024Q2 us-gaap Net Income Loss
NetIncomeLoss
-719432
CY2023Q2 us-gaap Net Income Loss
NetIncomeLoss
94393
us-gaap Net Income Loss
NetIncomeLoss
-840629
us-gaap Net Income Loss
NetIncomeLoss
802949
CY2024Q2 rocl Accretion Of Redeemable Common Stock To Redemption Amount
AccretionOfRedeemableCommonStockToRedemptionAmount
-257115
CY2023Q2 rocl Accretion Of Redeemable Common Stock To Redemption Amount
AccretionOfRedeemableCommonStockToRedemptionAmount
-729454
rocl Accretion Of Redeemable Common Stock To Redemption Amount
AccretionOfRedeemableCommonStockToRedemptionAmount
-576751
rocl Accretion Of Redeemable Common Stock To Redemption Amount
AccretionOfRedeemableCommonStockToRedemptionAmount
-1604027
CY2023Q2 rocl Excise Taxes On Stock Redemptions
ExciseTaxesOnStockRedemptions
930108
rocl Excise Taxes On Stock Redemptions
ExciseTaxesOnStockRedemptions
930108
CY2024Q2 us-gaap Net Income Loss Available To Common Stockholders Basic
NetIncomeLossAvailableToCommonStockholdersBasic
-976547
CY2023Q2 us-gaap Net Income Loss Available To Common Stockholders Basic
NetIncomeLossAvailableToCommonStockholdersBasic
-1565169
us-gaap Net Income Loss Available To Common Stockholders Basic
NetIncomeLossAvailableToCommonStockholdersBasic
-1417380
us-gaap Net Income Loss Available To Common Stockholders Basic
NetIncomeLossAvailableToCommonStockholdersBasic
-1731186
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Concentration of Credit Risk</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.</p>
rocl Minimum Period Of Piggy Back Registration Rights
MinimumPeriodOfPiggyBackRegistrationRights
P5Y
rocl Maximum Period Of Piggy Back Registration Rights
MaximumPeriodOfPiggyBackRegistrationRights
P7Y
rocl Aggregate Gross Proceeds Percentage
AggregateGrossProceedsPercentage
0.045
CY2024Q2 rocl Business Combination Amount Of Advisory Fee Payable
BusinessCombinationAmountOfAdvisoryFeePayable
5175000
CY2024Q1 us-gaap Common Stock Shares Issued
CommonStockSharesIssued
575000
CY2024Q1 rocl Aggregate Shares
AggregateShares
9000000.0
CY2024Q1 rocl Aggregate Of Additional Shares
AggregateOfAdditionalShares
1000000.0
CY2024Q1 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
5000000
CY2024Q2 rocl Business Combination Outside Date Extension Term
BusinessCombinationOutsideDateExtensionTerm
P270D
CY2024Q2 us-gaap Common Stock Shares Authorized
CommonStockSharesAuthorized
50000000
CY2023Q4 us-gaap Common Stock Shares Authorized
CommonStockSharesAuthorized
50000000
CY2024Q2 us-gaap Common Stock Par Or Stated Value Per Share
CommonStockParOrStatedValuePerShare
0.0001
CY2023Q4 us-gaap Common Stock Par Or Stated Value Per Share
CommonStockParOrStatedValuePerShare
0.0001
CY2023Q2 rocl Common Stock Right To Redeem Shares Number Of Shares
CommonStockRightToRedeemSharesNumberOfShares
8989488
CY2023Q4 rocl Common Stock Right To Redeem Shares Number Of Shares
CommonStockRightToRedeemSharesNumberOfShares
927715
rocl Interest Earned On Trust Account Pay For Franchise And Tax Obligation
InterestEarnedOnTrustAccountPayForFranchiseAndTaxObligation
132152
CY2023 rocl Interest Earned On Trust Account Pay For Franchise And Tax Obligation
InterestEarnedOnTrustAccountPayForFranchiseAndTaxObligation
1511689
CY2023 rocl Interest Earned On Trust Account Withdrawn For Redemption Of Shares
InterestEarnedOnTrustAccountWithdrawnForRedemptionOfShares
102900344
CY2024Q2 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q2 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q2 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q2 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false

Files In Submission

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0001410578-24-001433-index-headers.html Edgar Link pending
0001410578-24-001433-index.html Edgar Link pending
0001410578-24-001433.txt Edgar Link pending
0001410578-24-001433-xbrl.zip Edgar Link pending
Financial_Report.xlsx Edgar Link pending
MetaLinks.json Edgar Link pending
R1.htm Edgar Link pending
R10.htm Edgar Link pending
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R12.htm Edgar Link pending
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R32.htm Edgar Link pending
R4.htm Edgar Link pending
R5.htm Edgar Link pending
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R9.htm Edgar Link pending
report.css Edgar Link pending
rocl-20240630.xsd Edgar Link pending
rocl-20240630x10q.htm Edgar Link pending
rocl-20240630xex31d1.htm Edgar Link pending
rocl-20240630x10q_htm.xml Edgar Link completed
rocl-20240630xex31d2.htm Edgar Link pending
rocl-20240630xex32d1.htm Edgar Link pending
rocl-20240630xex32d2.htm Edgar Link pending
Show.js Edgar Link pending
rocl-20240630_def.xml Edgar Link unprocessable
rocl-20240630_lab.xml Edgar Link unprocessable
rocl-20240630_pre.xml Edgar Link unprocessable
FilingSummary.xml Edgar Link unprocessable
rocl-20240630_cal.xml Edgar Link unprocessable