Roth CH Acquisition I Co

This is the SPAC's starting balance sheet as stated by the company: $75,000,000 in trust against 7,500,000 public shares. The private warrants are non-redeemable and cashless-exercisable while held by the initial purchasers, a standard sponsor advantage over the public warrants. Note an internal inconsistency in the document: Item 1.01 dates the underwriting, warrant, trust, escrow and registration-rights agreements May 4, 2020, while the Item 9.01 exhibit index dates the same agreements April 23, 2020.

Three-quarters of a warrant per unit is the fraction that breaks the usual half-or-third assumption, and because only whole warrants are exercisable a holder needs four units to hold three exercisable warrants. The call is $0.01 at any time AFTER the warrants become exercisable, on 30 days' notice, if the last sales price is at or above $18.00 for 20 of 30 trading days in a period that itself begins only once the warrants become exercisable, and only while a current registration statement covers the underlying shares.

It carries the same terms as the IPO prospectus - $10.00 unit of one share and three-quarters of a warrant at $11.50, 18 months, $10.00 per unit in trust at Morgan Stanley, $18.00 call - so nothing about the security changed. What it establishes is that one accession, one form and one date do not identify one document: this tier contains market-making prospectuses that duplicate a pricing prospectus, and counting them as separate constitutive events would double-count the IPO. Flagged for review so the pair is looked at together.

What changed: Roth CH Acquisition I Co. issued definitive merger materials, the proxy statement/prospectus dated February 12, 2021 and first mailed on or about February 16, 2021, on the agreement and plan of merger dated November 16, 2020 with Roth CH Acquisition I Co. Parent Corp., two merger subs and PureCycle Technologies LLC. Merger Sub Corp merges into ROCH and Merger Sub LLC into PCT, both becoming ParentCo subsidiaries, and ParentCo is expected to be renamed PureCycle Technologies, Inc. Why it matters: ROCH's own stockholders end up with approximately 8.3% of ParentCo, against approximately 70.6% for PCT's securityholders and approximately 21.1% for private placement investors buying at $10.00 per share — the SPAC's public base is the smallest of the three. The vote is largely pre-committed: founders holding 1,861,987 shares, about 19% of ROCH's outstanding stock, agreed to vote in favour, and 74.78% of PCT's voting unitholders signed a matching support agreement. PCT's equity holders may receive up to 87,500,000 ParentCo shares.

What changed: Soliciting material carrying the transcript of an investor call about Roth CH Acquisition I's agreement and plan of merger with PureCycle Technologies LLC, under which ROCH acquires PCT 'for consideration of a combination of shares in ParentCo and assumption of indebtedness', with ParentCo to file a Form S-4 containing the proxy statement/prospectus. Management describes ROCH's May 2020 IPO as raising $76.5 million, and PCT as having raised $250 million in 20-year tax-exempt municipal bonds backed by 20-year feedstock supply and offtake agreements. Why it matters: One caution in the transcript is the load-bearing sentence for a SPAC reader: 'statements made today regarding any expected cash and equity ownership following the transaction do not take into account any possible redemptions of existing Roth CH shareholders prior to the business combination.' Every ownership and cash figure spoken on the call is therefore a pre-redemption figure. No record date, meeting date or redemption price exists yet — the transcript says the record date is still 'to be established'.

What changed: Q3 2020, the first full quarter after Roth CH's May 2020 IPO. Trust held $76,522,615 at September 30, 2020, including about $23,000 of interest on the $76,500,000 deposited. Cash outside trust $408,543; working capital $496,250, stated before $65,500 of franchise taxes payable. 6,927,606 shares are carried as redeemable at $10.00 ($69,276,060), leaving 2,900,394 shares and equity of exactly $5,000,001. Net loss $120,209 for the quarter and $224,032 for the nine months. The $200,000 sponsor note was repaid; deferred underwriting fee $2,677,500. Why it matters: The trust earned about $23,000 in five months on $76.5m, and the filing says that interest is what pays franchise and income taxes - a $65,500 franchise-tax bill against roughly $23,000 of trust income means operating cash, not trust income, funds the shell. On November 2, 2020, after the balance-sheet date, the sponsor committed a further $100,000 of loans for business-combination costs. Equity of exactly $5,000,001 is the net-tangible-asset plug, not a finding, and the trust figure is as of September 30, 2020.

What changed: First 10-Q with a funded trust: marketable securities held in the Trust Account are $76,508,999 at June 30, 2020, of which only about $9,000 is interest, against nothing at December 31, 2019 when the company was pre-IPO with $23,406 of equity. 6,939,626 shares are subject to possible redemption at $69,396,260 ($10.00), with 2,888,374 outside; 243,750 founder shares were forfeited on partial exercise of the over-allotment. Deferred underwriting $2,677,500. Net loss $103,353 for the quarter, essentially all operating cost. Why it matters: The trust's earning power is negligible - about $9,000 in two months on $76.5 million - so the shell cannot fund itself from trust interest. It also has a wider withdrawal right than most peers: interest may be used to pay taxes AND up to $250,000 per 12-month period, which is a claim on the trust that a headline balance does not show. The $76,508,999 is a June 30, 2020 figure and the $10.00 is a carrying value, not a redemption price. Nothing was written to a trust or price field.

What changed: Q1 2020 10-Q filed after the IPO but reporting a period entirely before it. At March 31, 2020 the company was still a pre-IPO shell: cash of $109,618, a net loss of $470 for the quarter, and no trust account at all. Everything about the trust in this document is a subsequent event: the IPO closed May 7, 2020 with $75,000,000 ($10.00 per unit) placed in trust, and a further over-allotment and private-unit closing added $1,500,000 to bring it to $76,500,000, against $4,678,313 of transaction costs including $2,677,500 of deferred underwriting. Why it matters: The only figures in this report that belong to the reporting period are $109,618 of cash and a $470 loss; the $75,000,000 and $76,500,000 are post-period facts and must not be attached to a March 31, 2020 balance sheet. The redemption language is likewise forward-looking: public shares will be redeemable for a pro rata share of the trust, described as $10.00 per public share plus interest not released for taxes. Nothing was written to a trust, floor or price field.