ROC Energy Acquisition Corp.

Working capital absorbed cash over the half-year — receivables and inventory rose $7.8 million combined — and the revolver funded it, drawing an additional $14.3 million under the PNC credit facility whose restrictive covenants the company flags in its forward-looking note.

The election is capped at both ends, so a holder's choice may not be honoured: if aggregate stock elections at 0.313 per share exceed the Maximum Share Amount of 4,845,240 shares, stock elections are cut back pro rata and the balance is paid in cash; if they fall below the Minimum Share Amount of 4,112,752 shares, no-election and then cash-election shares are pulled into stock to make up the shortfall. SDPI's board formed a special committee, and both boards approved. The proxy is preliminary and subject to completion.

The election is capped at both ends and can be overridden. If the aggregate stock elections multiplied by 0.313 exceed the Maximum Share Amount of 4,845,240, all cash-election and no-election shares take cash and stock electors are cut back pro rata; if they fall below the Minimum Share Amount of 4,112,752, no-election shares and then cash-election shares are moved into stock instead. An SDPI holder's election is therefore an expression of preference rather than a right, and a holder who elects cash may still be paid in DTI stock.

Nothing a holder votes on changed. The proxy statement/prospectus/consent solicitation statement is not in this document, so a reader looking here for the terms of the Drilling Tools transaction will not find them and must read the amendment that carries it. What the exhibit index does show is the shape of the file: the business combination agreement is Annex A to the prospectus, the form of PubCo certificate of incorporation is Annex B, and the rights agreement dated December 1, 2021 with Continental Stock Transfer & Trust Company is incorporated by reference.

Control passes to a single holder: HHEP-Directional, L.P., an affiliate of Hicks Equity Partners LLC, owned 76% of DTI's issued and outstanding shares on a non-diluted basis and 68% on a fully diluted basis as of the date of the filing, and the document states HHEP's stake in PubCo may exceed 50% after closing. PubCo would then be a controlled company under the applicable Nasdaq rules and could claim exemptions from certain corporate governance requirements, leaving its stockholders without the protections those requirements provide.

The controlled-company warning is already on the cover letter at this version: HHEP-Directional, L.P., an affiliate of Hicks Equity Partners LLC, owned 76% of DTI's issued and outstanding shares on a non-diluted basis and 68% on a fully diluted basis as of the date of the filing. A ROC holder who does not redeem is buying into a company where one limited partnership is expected to hold a controlling stake, with the Nasdaq corporate governance exemptions that status permits.

What changed: Q2 2026 10-Q of Drilling Tools International Corporation (Nasdaq: DTI). Cash fell to $2,520 thousand at June 30, 2026 from $3,648 thousand at December 31, 2025 while accounts receivable rose to $43,494 thousand from $37,683 thousand and inventories to $20,160 thousand from $18,149 thousand, taking total current assets to $73,788 thousand and total assets to $228,591 thousand from $222,181 thousand. Why it matters: Working capital absorbed cash over the half-year — receivables and inventory rose $7.8 million combined — and the revolver funded it, drawing an additional $14.3 million under the PNC credit facility whose restrictive covenants the company flags in its forward-looking note.

What changed: DTI (former ROC merger target) filed a Q2 2026 investor presentation showing revenue of $38.1M and Adjusted EBITDA of $8.4M, with FY2026 guidance reaffirmed at $155-170M revenue and $35-45M Adjusted EBITDA. The company has drawn $39.3M on its expanded $80M ABL facility, holds $2.5M cash, and has repurchased ~$2M of stock under a $10M buyback authorization. Why it matters: For former ROC shareholders still holding DTI, the presentation shows declining year-over-year revenue ($38.1M vs $39.4M) but improving net loss and maintained free cash flow margins of ~12%. The increased ABL drawdown and low cash balance warrant monitoring, though leverage remains conservative at 1.1x and the Eastern Hemisphere now contributes 18% of revenue versus less than 1% at de-SPAC.

What changed: Drilling Tools International (formerly ROC Energy Acquisition Corp.) reported Q2 2026 results: revenue of $38.1M, net loss of $1.8M ($0.05/share), Adjusted EBITDA of $8.4M, and Adjusted Free Cash Flow of $4.1M. The company reaffirmed full-year 2026 guidance of $155M–$170M revenue and $35M–$45M Adjusted EBITDA. Why it matters: This is a post-closing quarterly earnings release for the former SPAC; it provides operational performance metrics for investors tracking the de-SPAC entity. Revenue declined ~3.4% YoY and the company remains net-loss positive, though Adjusted Free Cash Flow improved significantly sequentially and year-over-year.