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Roth CH Acquisition V Co. *

Roth CH Acquisition V Co. *

Nov 9, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: New Era Helium Corp.

ENTERPRISE VALUE: $130.5 million
ANTICIPATED SYMBOL: tbd

Roth CH Acquisition V Co. proposes to combine with New Era Helium Corp.

NEH is an exploration and production company that sources helium produced in association with the production of natural gas reserves in North America. The company currently owns and operates over 137,000 acres in Southeast New Mexico and has over 2 billion cubic feet of proved, and probable helium reserves.

EXTENSION – 12/5/24 – LINK

  • The SPAC approved the extension from December 3, 2024 to June 3, 2025.
    • The shares redeemed were not disclosed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 11/12/24 – LINK

  • The target company, New Era Helium Corp, and Sharon AI announced a non-binding letter of intent to form a joint venture.

SUBSEQUENT EVENT – 10/31/24 – LINK

  • The parties extended the Outside Date to November 30, 2024.

SUBSEQUENT EVENT – 6/11/24 – LINK

  • The Outside date was extended to 270 days from the date of the merger agreement (9/30/24)
  • The closing condition that the Company raise at least $45 million in a private placement of securities in order to fund its new plant construction has been removed, and the closing condition that certain indebtedness of the Company be converted into shares of common stock of the Company has been removed.

TRANSACTION

  • Under the Merger Agreement, holders of Company Common Stock (including shares converted from Company Preferred Stock) will receive 9.0 million shares of Acquiror’s common stock, subject to adjustment based on Net Debt, excluding Earnout Shares. Assuming $37.3 million in Net Debt, the Company Merger Shares will increase by 1/10 of a share for every dollar below this amount and decrease by 1/10 of a share for every dollar above at Closing.
  • Existing NEH stockholders will not receive any cash proceeds as part of this transaction and will roll 100% of their equity into the combined company.
  • Roth CH V and NEH intend to raise a PIPE that will close in connection with the closing of the business combination.
  • Termination of Business Combination Marketing Agreement
    • Under the Letter Agreement, for terminating the BCMA, both Acquiror and the Company will issue a total of 575,000 Acquiror Common Stock shares to the Advisors upon closing the Business Combination. These shares will be considered “registrable securities” in the Registration Rights Agreement and won’t have any lock-up or transfer restrictions.

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SPAC FUNDING

  • Roth CH V and NEH intend to raise a PIPE that will close in connection with the closing of the business combination.

EARNOUT

  • Company
    • 1 million shares can be earned based on specific thresholds
      • 50% based upon the auditied financial statements for the year end 12/31/25 if it meets or exceeds EBITDA of $25.268 million
      • 50% if, between the Closing Date and 180 days post the filing of the Form 10-K for the year ending December 31, 2025, the average reported sales price of Acquiror’s common stock on Nasdaq (or its current exchange) exceeds $12.50 for any 20 Trading Days within a 30 consecutive Trading Day period.

LOCK-UP

  • Company
    • 6 months following the Closing Date
  • Sponsor
    • 6 months following the Closing Date or if the share price equals or exceeds $12.50 for 20/30 trading days, 50% of the shares will be released.

NOTABLE CONDITIONS TO CLOSING

  • Acquiror (including, following the Effective Time, the Company) having equal to or in excess of $5,000,000 in cash and cash equivalents.
  • The Company having raised at least $45,000,000 in a private placement of securities in order to fund its new plant construction
    • This closing condition has been removed. – LINK

NOTABLE CONDITIONS TO TERMINATION

  • By either party if the Closing has not occurred prior to the date that is 180 days after the date of the Merger Agreement (7/4/24)
    • The Outside date was extended to 270 days from the date of the merger agreement (9/30/24) – LINK
    • The parties extended the Outside Date to November 30, 2024. – LINK
  • By Acquiror if the Company has not delivered: (i) its Audited Financial Statements for the year ended December 31, 2022 and December 31, 2021 by January 8, 2024, (ii) its Interim Financials by February 1, 2024, and (iii) the Audited Financial Statements for the year ended December 31, 2023 within 90 days after the date of the Merger Agreement

ADVISORS

  • Company
    • Sichenzia Ross Ference Carmel LLP is acting as legal advisor.
  • SPAC
    • Loeb & Loeb LLP is acting as legal advisor
  • Placement Agents
    • Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC are acting as placement agents for a PIPE transaction that is anticipated to close in connection with the closing of the business combination.

EXTENSION – 12/4/23 – LINK

  • The SPAC approved the extension from December 4, 2023 to December 3, 2024.
    • 927,715 shares were redeemed.
    • $37,500 per month will be deposited into the trust account.

SUBSEQUENT EVENT – 10/30/23 – LINK

  • Roth CH Acquisition V Co. announced today that the exclusivity in its letter of intent with Slacker has ended, and they have decided together to stop discussing the possibility of acquiring Slacker.
    • ROCL is looking into other companies to merge with and finalize its business combination.

EXTENSION – 5/18/23 – LINK

  • The SPAC approved the extension from  June 3, 2023 to December 4, 2023.
    • 8,989,488 shares were redeemed at the meeting for $10.38 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 5/4/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 689,591 shares
    • The Sponsor will the pay the non-redeemed shareholders $0.04/share

SUBSEQUENT EVENT – 5/3/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,310,409 shares
    • The Sponsor will the pay the non-redeemed shareholders $0.04/share

LETTER OF INTENT – 4/28/23 – LINK

  • The SPAC entered into a non-binding letter of intent for a proposed business combination with LiveOne’s wholly-owned subsidiary, Slacker, Inc.
  • Slacker, Inc. offers online interactive radio services through mobile applications and radio players.
  • The deal is expected to value Slacker at $160 million pre-money
  • The parties currently anticipate being in a position to close the proposed merger in the fourth calendar quarter of 2023, subject to various conditions and approvals and completion of diligence and definitive documentation.
  • Subsequent to the closing of the proposed merger, Byron Roth, Co-Chairman and Co-CEO of Roth CH Acquisition V Co., currently plans to remain a member of the post-merger company’s board of directors.

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 $75 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, an influencer fund focused on consumer brands, Rivi Capital, 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, recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors. 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. He was the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition II Co. (NASDAQ: ROCC) from February 2019 until July 2021, when Roth CH Acquisition II Co. closed its business combination with Reservoir Holdings, Inc. Mr. Roth is the Co-Chief Executive Officer and Chairman of the Board of Roth CH Acquisition III Co. (NASDAQ: ROCR), a special purpose acquisition company that 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. He is also the Co-Chief Executive Officer and Chairman of the Board of Roth CH Acquisition IV Co. (NASDAQ: ROCG), a special purpose acquisition company. 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 Chair of the Pacific Region Board of Trustees and 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 is also the 2021 annual honoree for the Elephant Cooperation, a non-profit devoted to raising awareness of the African elephant crisis and supporting educational causes in Africa. Mr. Roth 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. He was also 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 BBA 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 Co-Chairman of the Board

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 Co-Chief Executive Officer and a director of each of Roth CH Acquisition III Co. (NASDAQ: ROCR) and Roth CH Acquisition IV Co. (NASDAQ: ROCG). 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 and Roth CH Acquisition II Co. (NASDAQ: ROCC) from August 2020 until July 2021. Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL.

Gordon Roth, 67
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 III Co. (NASDAQ: ROCR) and Roth CH Acquisition IV Co. (NASDAQ: ROCG). Mr. Roth was the Chief Financial Officer of Roth CH Acquisition I Co. (NASDAQ: ROCH) from December 2019 until March 2021 and Roth CH Acquisition II Co. (NASDAQ: ROCC) from February 2019 until July 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.

Rick Hartfiel, 57
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 III Co. (NASDAQ: ROCR) and Roth CH Acquisition IV Co. (NASDAQ: ROCG). 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) and Co-President from August 2020 until July 2021 of Roth CH Acquisition II Co. (NASDAQ: ROCC). Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

Aaron Gurewitz, 53
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 III Co. (NASDAQ: ROCR) and Roth CH Acquisition IV Co. (NASDAQ: ROCG). Mr. Gurewitz was the Co-President of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021 and Roth CH Acquisition II Co. (NASDAQ: ROCC) from August 2020 until July 2021. Mr. Gurewitz graduated cum laude from San Diego State University with a B.S. in Finance.

Joseph Tonnos
Chief Investment Officer

Joseph Tonnos will serve as Chief Investment Officer and has been a Managing Director at Roth Capital Partners since April of 2023. Mr. Tonnos has over 13 years of experience investing in and advising acquisition candidates, completing due diligence, financial modeling and deal structuring. Mr. Tonnos also serves as Chief Investment Officer of Roth CH Acquisition Co. From 2021 to 2023, Mr. Tonnos served as a Principal and Associate Portfolio Manager at Meteora Capital, an investment adviser specializing in SPAC-related, structured and illiquid investments and was the Chief Financial Officer of GSR II Meteora Acquisition Corp., a SPAC sponsored by Meteora which completed a business combination with Bitcoin Depot, Inc. During 2021, Mr. Tonnos also served as an Associate Portfolio Manager at Glazer Capital. From 2017 until 2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail focused investment group as a Principal. From 2017 until 2022, Mr. Tonnos served as the Senior Vice President of Haymaker I, II, and III, three special purpose acquisition companies affiliated with Mistral Equity Partners. Haymaker I, II and III all successfully completed business combinations with OneSpaWorld Ltd., ARKO Holdings Ltd. and Biote Corp. respectively. His experience spans evaluating, executing, structuring and monitoring public, private and venture capital investments. He has advised companies and shareholders on capital raising, mergers, acquisitions, divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos is also the Co-Founder of Ketch Ventures, an early-stage consumer investment syndicate. In the last five years he served or continues to serve on the several boards, including Worldwise, Inc., a privately held pet products company, Los Sundays Tequila, a lifestyle beverage company, and Aether Diamonds, a carbon-negative diamond producer, among others. Mr. Tonnos has also been a board observer of The Lovesac Company, Inc. (NASDAQ: LOVE) from 2017 until 2021 and serves on the Board of Advisors at Niagara University. Prior to Mistral, Mr. Tonnos served as an investment banker at Bank of America Merrill Lynch and Lazard and as a foreign exchange trader at CIBC Capital Markets. Mr. Tonnos received his B.S. and M.B.A. from Niagara University, graduating magna cum laude.

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 is the Co-Chief Operating Officer of Roth CH Acquisition IV Co. (NASDAQ: ROCG). Mr. Costa is also a Board member of Kroma Wellness PBC, a private, direct to consumer wellness brand. 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 is the Co-Chief Operating Officer of Roth CH Acquisition IV Co. (NASDAQ: ROCG). 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

Adam Rothstein, 50
Director

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 2014, Mr. Rothstein has also been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment vehicle. Since September 2020, Mr. Rothstein has been the Executive Chairman of 890 5th Avenue Partners, Inc., (NASDAQ: ENFA), a special purpose acquisition company focused on the media and entertainment sectors, which completed its public offering in January 2021. In June 2021, 890 5th Avenue Partners, Inc. entered into an agreement and plan of merger with BuzzFeed, Inc. and Mr. Rothstein has been nominated to join the combined company’s Board upon closure. Mr. Rothstein was a director of Roth CH Acquisition I Co. (NASDAQ: ROCH), from February 2020 until March 2021. Roth CH Acquisition I Co. was a special purpose acquisition company that merged with PureCycle Technologies LLC and is now publicly listed on NASDAQ as PureCycle Technologies, Inc. (NASDAQ: PCT). Mr. Rothstein was also a director of Roth CH Acquisition II Co. from December 2020 until July 2021. Roth CH Acquisition II Co. was a special purpose acquisition company that merged with Reservoir Holdings, Inc. and is now publicly listed on NASDAQ as Reservoir Media, Inc. (NASDAQ: RMI). In July 2021, Mr. Rothstein was named a director of Reservoir Media, Inc. (NASDAQ: RMI). Mr. Rothstein is also a director of Roth CH Acquisition III Co. (NASDAQ: ROCR) since March 2021. Roth CH Acquisition III Co. is a special purpose acquisition company that has entered into an agreement and plan of merger with BCP QualTek HoldCo, LLC pursuant to which Roth CH Acquisition III Co. will acquire BCP QualTek HoldCo, LLC. Mr. Rothstein is also a director of Roth CH Acquisition IV Co. (NASDAQ: ROCG), a special purpose acquisition company, since August 2021. 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 25 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 the board of directors of each of Roth CH Acquisition III Co. (NASDAQ: ROCR) since April 2021 and Roth CH Acquisition IV Co. (NASDAQ: ROCG) since August 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.

Pamela Ellison, 54
Director

Ms. Ellison has held multiple strategy, operational and sales positions during her career in finance, technology and philanthropy. Most recently, from September 2010 until October 2020, Ms. Ellison was a Managing Director at Robin Hood where she focused on nurturing and developing major donors and their gifts, and where she spearheaded and managed large special projects and initiatives. Prior to Robin Hood, Pamela had a diversified career in financial services. She ran investor relations and business development at Jerusalem Venture Partners. Previously, she was a Managing Director at Geller & Company (in their family office division) and Foundation Source after working in investment banking at Wit Soundview and at Bear Stearns & Co., Inc. Ms. Elison received a B.A. from Northwestern University and an M.B.A. from Columbia University.

 

ByAnthony Sozzi