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United States


Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


November 3, 2021

Date of Report (Date of earliest event reported)


Roth CH Acquisition III Co.

(Exact Name of Registrant as Specified in its Charter)


Delaware   001-40147   83-3584928
(State or other jurisdiction
of incorporation)
  (Commission File Number)    (I.R.S. Employer
Identification No.)


888 San Clemente Drive, Suite 400
Newport Beach, CA
(Address of Principal Executive Offices)  (Zip Code)


Registrant’s telephone number, including area code: (949) 720-5700



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which
Common Stock   ROCR   The Nasdaq Stock Market LLC
Warrants   ROCRW   The Nasdaq Stock Market LLC
Units   ROCRU   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01Entry into a Material definitive Agreement


The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.


Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


On November 3, 2021, Roth CH Acquisition III Co. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $500,000 (the “Note”) to certain payees including certain of the Company’s directors and officers; CR Financial Holdings, Inc., the Company’s sponsor; Craig-Hallum Capital Group LLC, an underwriter in the Company’s initial public offering; and affiliates of the Company’s management team. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note will be used for working capital purposes.


The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits.


  10.1   Promissory Note, dated November 3, 2021
  104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: November 9, 2021




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