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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 16, 2023

 

ROTH CH ACQUISITION CO.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-40959   98-1601095
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

2340 Collins Avenue; Suite 402

Miami Beach, FL 33141

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (949) 720-7133

 

TKB Critical Technologies 1

(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 (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   USCTU   The Nasdaq Stock Market, LLC
Class A ordinary shares, par value $0.0001 per share   USCT   The Nasdaq Stock Market, LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share   USCTW   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On October 16, 2023, Roth CH Acquisition Co. (formerly known as TKB Critical Technologies 1) (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 shareholders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

 

The Notice states that the Company has 45 calendar days (until November 30, 2023) to submit a plan to regain compliance with the Minimum Total Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Total Holders Rule within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit 104   Cover Page Interactive Data File

 

1

 

 

SIGNATURE

 

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.

 

  ROTH CH ACQUISITION CO.
     
  By: /s/ Byron Roth
    Name: Byron Roth
    Title: Co- Chief Executive Officer
     
Dated: October 20, 2023      

 

2

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Oct. 16, 2023
Document Type 8-K
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Document Period End Date Oct. 16, 2023
Entity File Number 001-40959
Entity Registrant Name ROTH CH ACQUISITION CO.
Entity Central Index Key 0001860514
Entity Tax Identification Number 98-1601095
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 2340 Collins Avenue;
Entity Address, Address Line Two Suite 402
Entity Address, City or Town Miami Beach
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33141
City Area Code (949)
Local Phone Number 720-7133
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Pre-commencement Issuer Tender Offer false
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Elected Not To Use the Extended Transition Period false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol USCTU
Security Exchange Name NASDAQ
Class A ordinary shares, par value $0.0001 per share  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol USCT
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol USCTW
Security Exchange Name NASDAQ
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