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Roth CH Acquisition IV Co. *

Roth CH Acquisition IV Co. *

Jul 9, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Tigo Energy, Inc.

ENTERPRISE VALUE: $599 million
ANTICIPATED SYMBOL: TYGO

Roth CH Acquisition IV Co. proposes to combine with Tigo Energy, Inc.

Founded in 2007, Tigo is a worldwide leader in the development and manufacture of smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at the module level. The company also develops and manufactures products such as inverters and battery storage systems for the residential solar-plus-storage market.

SUBSEQUENT EVENT – 1/9/23 – LINK

  • Tigo Energy, Inc. has signed a definitive agreement with L1 Energy for the purchase of $50 million of newly issued Convertible Notes to support the Company’s future growth opportunities through the deployment of its intelligent solar and energy storage solutions and repayment of existing debt.
    • The transaction closed concurrently with signing.
    • The Notes bear a fixed annual interest rate of 5.0% with a maturity date of 36 months.
    • The Notes may be converted at the option of the investor into shares of Tigo common stock or an equivalent equity instrument created as a result of a Public Company Event, which includes a merger with a Special Purpose Acquisition Company.
    • The conversion price is based on a pre-money valuation of $550 million, excluding the shares issuable in the respect of the Notes and any such applicable shares issued associated with a Public Company Event.

EXTENSION – 12/20/22 – LINK

  • The SPAC approved to extend of the date by which the Company has to consummate a business combination up to five (5) times, each such extension for an additional one (1) month period, from February 10, 2023 to July 10, 2023.
    • 9,121,751 shares (79.320%) were redeemed.

SUBSEQUENT EVENT – 12/13/22 – LINK

  • On December 8 and 9, 2022, the Company entered into non-redemption agreements with certain stockholders owning, in the aggregate, 1,631,811 shares of the Company’s common stock, in which such stockholders agreed, among other things, not to redeem or exercise any right to redeem such public shares in connection with the Extension Amendment.
  • The Company agreed to pay the stockholders that entered into such agreements $0.083 per share for the period from the stockholder approval of the Extension Amendment proposal scheduled on December 20, 2022 through February 10, 2023 and subsequently $0.05 per share for each one-month Extension in connection with such agreements.
  • The Company may enter into other agreements with one or more stockholders in which such stockholders will agree not to redeem all or a portion of their public shares in connection with the Extension Amendment.
  • No additional funds will be deposited into the Trust Account.

TRANSACTION

  • ROCG will acquire Tigo for a pre-money equity value of $600 million.
  • ROCG will issue 60 million newly issued shares to current stockholders of Tigo (subject to any adjustment for capital raising transactions by Tigo prior to the closing).
  • Existing Tigo stockholders will not receive any cash proceeds as part of this transaction and will roll 100% of their equity into the Company.
  • Assuming no ROCG stockholders exercise their redemption rights, gross proceeds of approximately $117 million will be released to the Company from the trust account in connection with the transaction.
  • The transaction is expected to close in the second quarter of 2023.

tigo overview

SPAC FUNDING

  • Sale and Purchase Agreement
    • Concurrently with the execution of the Merger Agreement, the Company and the Sponsors entered into the Sale and Purchase Agreement pursuant to which, immediately prior to the effective time of the Merger, the Sponsors will sell to the Company 1,645,000 shares of Acquiror Common Stock and 424,000 Acquiror Private Units in exchange for an amount equal to $2,300,000 pursuant to the Sale and Purchase Agreement, and such purchased equity will be cancelled on the books and records of Acquiror at the effective time of the Merger.

SPONSOR SUPPORT AGREEMENT

  • Under the Sponsor Support Agreement, Acquiror’s expenses in connection with the negotiation, documentation and consummation of the transactions contemplated in the Merger Agreement (including in connection with Acquiror’s initial public offering) are capped at $5,000,000.
    • If such transaction expenses of Acquiror exceed such cap, the Sponsors will, pursuant to the Sponsor Support Agreement and at the election of Byron Roth, either
      • (1) pay to Acquiror at Closing an amount in cash equal to the excess amount of transaction expenses of Acquiror or
      • (2) forfeit a number of shares of Acquiror Common Stock held by the Sponsors immediately following the Closing equal to the quotient obtained by dividing the such excess amount of transaction expenses of Acquiror by ten dollars ($10.00).

LOCK-UP

  • Company
    • Six months from the Closing Date
  • Sponsor
    • 12 months from the Closing Date or when the share price equals or exceeds $20 for any 20/30 trading days at least 6 months after the Closing Date

So long as, at the time of sale, the sales price of the Acquiror Common Stock exceeds $10.00 per share, the terms of the Lock-Up Agreement will permit each stockholder to transfer up to fifteen percent (15%) of the shares of Acquiror Common Stock owned by such party outside of the forgoing restrictions; provided, however, in the event such stockholder is a member of the board of directors of Acquiror or holds a management position in Acquiror, such stockholder may not transfer any Acquiror Common Stock pursuant to foregoing exception for a period of 90 days after the date of Closing.

NOTABLE CONDITIONS TO CLOSING

  • Acquiror having at least $5,000,001 in net tangible assets

NOTABLE CONDITIONS TO TERMINATION

  • By either party if the Closing has not occurred on or before June 30, 2023 (Outside Date)
  • By the Company if as of February 28, 2023, if the aggregate amount of
    • (i) cash in the trust account subject to legal, valid, and binding non-redemption agreements by the holders of the Acquiror Common Stock and
    • (ii) capital actually received by the Company or subject to legal, valid, and binding commitments to fund or close on or prior to the Closing is less than $15,000,000

Termination Fee

  • If the Merger Agreement is terminated by the Company due to the aggregate amount of
    • (i) cash in the trust account subject to legal, valid, and binding non-redemption agreements by the holders of the Acquiror Common Stock (including cash in the trust account subject to legal, valid, and binding forward purchase agreements with an investor for non-redemption of the Acquiror Common Stock) and
    • (ii) capital actually received by the Company or subject to legal, valid, and binding commitments to fund or close on or prior to the Closing being less than $15,000,000 as of February 28, 2023, then the Company will be required to pay a breakup fee to the Sponsors of $3,000,000.
  • Otherwise, if the Merger Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Merger Agreement with certain limited exceptions, including liability arising out of fraud or the willful and material breach of the Merger Agreement.

ADVISORS

  • White & Case LLP is acting as legal advisor to Tigo
  • DLA Piper LLP and Loeb & Loeb LLP are acting as legal advisors to Roth CH IV.

SUBSEQUENT EVENT – 9/19/22 – LINK

  • The non-binding letter of intent is no longer in effect.

SUBSEQUENT EVENT – 6/14/22 – LINK

  • The SPAC entered into a non-binding letter of intent with an unknown company

MANAGEMENT & BOARD

Executive Officers

Byron Roth, 58
Co-Chief Executive Officer and Chairman of the Board

Mr. Roth has been the Chairman and Chief Executive Officer of Roth since 1998. Under his management the firm has helped raise over $50 billion for small-cap companies, as well as advising on many merger and acquisition transactions. Mr. Roth is a co-founder and General Partner of three private investment firms: Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion. Mr. Roth is the current Chief Executive Officer and Chairman of the Board of Roth CH Acquisition II Co. (NASDAQ: ROCC), and Roth CH Acquisition III Co. (NASDAQ: ROCR), both of which are special purpose acquisition companies. Mr. Roth was the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2019 until March 2021, when Roth CH Acquisition I Co. closed its business combination with PureCycle Technologies LLC. Roth CH Acquisition II Co. has entered into an agreement and plan of merger with Reservoir Holdings, Inc. pursuant to which Roth CH Acquisition II Co. will acquire Reservoir Holdings, Inc. Roth CH Acquisition III Co. has entered into a business combination agreement with BCP QualTek HoldCo, LLC pursuant to which Roth CH Acquisition III Co. will acquire BCP QualTek HoldCo, LLC. Mr. Roth is a member of the Advisory Council, Executive Committee, and serves as the Chairman on the Nominating Committee for the Cornell SC Johnson College of Business. He is a founding member of the University of San Diego Executive Cabinet for the Athletic Department, and former member of the Board of Trustees where he served on the Investment Committee for the university’s endowment and athletic department for nine years. Mr. Roth also sits on the Executive Board of SMU’s Cox School of Business. Mr. Roth serves as a National Trustee for the Boys and Girls Club of America, and served as the Co-Chair for the 2019 Boys and Girls Club Pacific Youth of the Year Competition. He also sits on the Board of Directors for the Lott IMPACT Foundation, whose Lott IMPACT Trophy is presented annually to the college football defensive IMPACT player of the year for their contribution on and off the field. Mr. Roth was the honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart and Hope Gala and the 2018 Athletes First Classic Golden Heart Award benefitting the Orangewood Foundation. Mr. Roth earned his B.B.A, from the University of San Diego in 1985 and his MBA from the Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Mr. Gordon Roth.

John Lipman, 44
Co-Chief Executive Officer and Director

Mr. Lipman is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial, and technology sectors. Mr. Lipman has completed over 125 equity, convertible, and debt offerings and advisory assignments for growth companies – including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC from 2011 to 2012, a Managing Director at Hudson Securities, Inc. from 2010 to 2011, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies, from 2005 to 2009. Mr. Lipman is the Chief Operating Officer and director of each of Roth CH Acquisition II Co. (NASDAQ: ROCC) and Roth CH Acquisition III Co. (NASDAQ: ROCR). Mr. Lipman was the Chief Operating Officer and a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) from December 2019 until March 2021. Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL.

Gordon Roth, 66
Chief Financial Officer

Mr. Roth has been the Chief Financial Officer and Chief Operating Officer of Roth since 2000. From 1990 to 2000, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Prior to that Mr. Roth spent thirteen years with Deloitte & Touche, most recently serving as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the American Institute of CPA’s. Mr. Roth is the Chief Financial Officer of each of Roth CH Acquisition II Co. (NASDAQ: ROCC) and Roth CH Acquisition III Co. (NASDAQ: ROCR). Mr. Roth was the Chief Financial Officer of Roth CH Acquisition I Co. (NASDAQ: ROCH) from December 2019 until March 2021. Mr. Roth used to serve on the Board of Trustees of JSerra Catholic High School, and was the Chair of the Budget & Finance Committee. Mr. Roth has served on several other non-profit boards in the past including Boys & Girls Club, Special Olympics, Camp Fire and St Anne School. Mr. Roth was also a founding partner of the Iowa Barnstormers of the Arena Football League. Mr. Roth earned his B.A. from William Penn University in 1976, where he also served as a member of their Board of Trustees and was inducted into their Athletic Hall of Fame. Mr. Roth also earned a Master of Science in Accounting from Drake University in 1977. Mr. Gordon Roth is the brother of Mr. Byron Roth.

Aaron Gurewitz, 52
Co-President

Mr. Gurewitz has been a Managing Director and the Head of Roth’s Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz is the Co-President of each of Roth CH Acquisition II Co. (NASDAQ: ROCC) and Roth CH Acquisition III Co. (NASDAQ: ROCR). Mr. Gurewitz was the Co-President of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021. Mr. Gurewitz graduated cum laude from San Diego State University with a B.S. in Finance.

Rick Hartfiel, 56
Co-President

Mr. Hartfiel is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel was an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel is the Co-President of each of Roth CH Acquisition II Co. (NASDAQ: ROCC) and Roth CH Acquisition III Co. (NASDAQ: ROCR). Mr. Hartfiel was the President from December 2019 to February 2020, and the Co-President from February 2020 until March 2021, of Roth CH Acquisition I Co. (NASDAQ: ROCH). Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

Andrew Costa, 32
Co-Chief Operating Officer

Mr. Costa is the Chief Investment Officer and a Managing Director at Roth Capital Partners, LLC. Mr. Costa joined Roth Capital Partners in 2021. Prior to joining Roth Capital Partners, Mr. Costa was a Vice President in the Investment Banking Division at Morgan Stanley where he led numerous landmark M&A and equity transactions in the retail and eCommerce sectors. Prior to Morgan Stanley, Andrew was an Investment Banker at J.P. Morgan, and prior to that, served as a Captain in the U.S. Air Force. Mr. Costa graduated from the U.S. Air Force Academy with a B.S. in Systems Engineering Management and earned an MBA from USC’s Marshall School of Business.

Matthew Day, 48
Co-Chief Operating Officer

Mr. Day is a Managing Director in the Investment Banking department at Roth Capital Partners with a focus on Business Services and Technology. Prior to joining Roth in 2019, Mr. Day spent 12 years as a senior equity analyst at Sagard Capital Partners, an investment firm that built and managed large minority positions in U.S. and Canadian publicly traded companies. At Sagard, Mr. Day focused primarily on businesses in the business services, industrial and consumer sectors. Prior to this role, he was a senior equity analyst and private equity associate at Xylem Investments from 2002 to 2006, where he served on boards of three private forestry companies in New Zealand, Chile and Venezuela. From 2000 to 2002, Mr. Day was an investment banking associate at Lehman Brothers in the global technology group. He also worked as an associate and analyst at Barclays Capital from 1995 to 1999, where he focused on the telecom, media and transportation industries. Mr. Day has a B.S. in Finance from Boston College and an MBA from the University of California Berkeley Haas School of Business.

Board of Directors

Molly Montgomery, 54
Director

Ms. Montgomery has served as a member of each of the board of directors of Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020, and of Roth CH Acquisition III Co. (NASDAQ: ROCR) since February 2021. Since January of 2020, Ms. Montgomery has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco. With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer of agricultural products, animal nutrients and specialty ingredients and chemicals. Since October 2020, Ms. Montgomery has served as Board Director of The Wine Group. The Wine Group is a privately-held, management-owned company that is the second largest wine producer in the US and third largest in the world. Ms. Montgomery also serves as a strategic advisor to early stage companies Trace Genomics and Planted Places. Ms. Montgomery was a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021. From 2009 to 2019, Ms. Montgomery served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $550M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Montgomery has also served on the Board of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic greenhouse growers in North America, from 2018 to 2019 and as a director for Flower One, the largest greenhouse grower and producer of cannabis in the State of Nevada from 2020 to 2021. Prior to Landec, from 2006 to 2009, Ms. Montgomery served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Montgomery has also been an executive in two software companies and held additional positions in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies. Ms. Montgomery holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School.

Daniel M. Friedberg, 59
Director

Mr. Friedberg has served as a member of each of the board of directors of Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020 and Roth CH Acquisition III Co. (NASDAQ: ROCR) since February 2021. Mr. Friedberg was a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021. Mr. Friedberg has served as Chairman of the Board of Quest Resource Holding Corp. (NASDAQ: QRHC) since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. Mr. Friedberg started with Bain & Company in the London office in 1987, was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private equity businesses. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg currently serves on the Board at Buttonwood Networks and USA Field Hockey. Mr. Friedberg serves on the Board of Directors of Point Pickup Technologies and Triphammer Ventures LLC and has previously served on the Board of Directors at GP Strategies Corp. (GPX), InnerWorkings, Inc. (INWK), Performance Sports Group Ltd. (PSG) and X-Rite, Inc. (XRIT). Mr. Friedberg has a Master’s in Business Administration from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology.

Adam Rothstein, 49
Director

Mr. Rothstein has served as a member of each of the board of directors of Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020 and Roth CH Acquisition III Co. (NASDAQ: ROCR) since February 2021. Mr. Rothstein was a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021. Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013 and 2014, respectively. Since September 2020, Mr. Rothstein has also been the Executive Chairman of 890 5th Avenue Partners, Inc., a special purpose acquisition company focused on the media and entertainment sectors, which completed its public offering in January 2021. Since 2014, Mr. Rothstein has been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment vehicle. Previously, from July 2019 until January 2021, Mr. Rothstein was a director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX: SBVCF), a special purpose acquisition company that partnered with Shawn “JAY-Z” Carter and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc., and which now trades as TPCO Holding Corp. (NEO: GRAM.U) (OTCQX: GRAMF). Mr. Rothstein has over 20 years of investment experience, and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the US and in Israel and is on the Advisory Board for the Leeds School of Business at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has a Master of Philosophy (MPhil) in Finance from the University of Cambridge.

Sam Chawla, 46
Director

Mr. Chawla has served as a member of each of the board of directors of Roth CH Acquisition III Co. (NASDAQ: ROCR) since April 2021. Mr. Chawla has been a Portfolio Manager of Perceptive Advisors LLC, an investment fund focused on the healthcare sector, since 2013. Prior to joining Perceptive Advisors in 2013, Mr. Chawla was a Managing Director at UBS in the Global Healthcare Group. Mr. Chawla’s investment banking experience centered on strategic advisory work for both public and private healthcare companies. Prior to joining UBS in September 2010, Mr. Chawla was a Director (from January 2009 to September 2010) and a Vice President (from July 2007 to January 2009) in the Healthcare Investment Banking Group of Credit Suisse, which Mr. Chawla originally joined as an investment banker in 2002. Mr. Chawla also worked at Bloomberg L.P. and Pelican Life Sciences. Mr. Chawla received an M.B.A. from Georgetown University and a B.A. in Economics from Johns Hopkins University.

 

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