ROCH SEC filings, in plain English
Everything Roth CH Acquisition I Co has filed with the SEC that we hold — 40 filings, newest first, 8 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Fiscal 2020 annual report, the first year after the May 7, 2020 IPO of 7,500,000 units. Marketable securities held in trust were $76,535,131 at December 31, 2020, including about $35,000 of interest, none of it withdrawn during the year. Cash in operating bank accounts was $200,580 and the working capital deficit was $263,641, excluding $156,450 of franchise taxes payable to be met from trust interest. Current liabilities rose to $727,110 from $257,502; deferred underwriting was $2,677,500. 6,843,753 shares were redeemable at $68,437,530 and equity was $5,000,010. Net loss was $1,062,553. Why it matters: Substantial doubt about going concern is disclosed with an auditor explanatory paragraph, citing the working capital deficiency and the need to raise funds, even though a merger agreement with PureCycle Technologies was signed on November 16, 2020 and the deadline is not until November 7, 2021. With $200,580 of cash the shell depends on sponsor commitments, which were made on November 2, 2020 and February 22, 2021. Trust is $10.00 per public share with negligible accretion, so redemption offers no premium.
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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2021-05-31 · unchanged
The clause “TABLE OF CONTENTS (e) by either the Company or Acquiror: (i) after May 31, 2021 (the “ Outside Date ”), if the Closing has not occurred on or prior to the Outside Date; provided , however , that the right to terminate this”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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'.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2021-05-31 · unchanged
The clause …“mutual written consent; (ii) the RH Merger does not occur on or before May 31, 2021 (the “ Outside Date ”) (provided, however, that the right to terminate the Merger Agreement under the clause described in this section (ii) will”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2021-05-31
SpacBrain reads this as the agreement may be terminated from 2021-05-31.
The clause …“mutual written consent; (ii) the RH Merger does not occur on or before May 31, 2021 (the “ Outside Date ”) (provided, however, that the right to terminate the Merger Agreement under the clause described in this section (ii) will”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2020-08-12trust $76.5M → $76.5M +0%trust account, combination deadline, sponsor loans outstanding1 moved · 2 with no prior record of ours
- Trust account
- $76.5M$76.5M
- Combination deadline
- 2021-11-07 · unchanged
- Sponsor loans outstanding
- $200K · unchanged
SpacBrain reads this as $13,616 was added to the trust between the two filings.
The clause “Deferred offering costs — 85,938 Deferred tax asset 196 — Marketable securities held in Trust Account 76,522,615 — TOTAL ASSETS $ 77,078,250 $ 280,908 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and Accrued”…
The clause …“their Public Shares in conjunction with any such amendment. The Company will have until November 7, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…
The clause …“an aggregate principal amount of $200,000. As of December 31, 2019, there was $200,000 outstanding under the Promissory Note. The Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2020-06-05trust $76.5M → $76.5M +0%trust account, combination deadline, sponsor loans outstanding1 moved · 2 with no prior record of ours
- Trust account
- $76.5M$76.5M
- Combination deadline
- 2021-11-07 · unchanged
- Sponsor loans outstanding
- $200K · unchanged
SpacBrain reads this as $8,999 was added to the trust between the two filings.
The clause …“Assets 641,794 194,970 Deferred offering costs — 85,938 Marketable securities held in Trust Account 76,508,999 — TOTAL ASSETS $ 77,150,793 $ 280,908 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and Accrued”…
The clause …“their Public Shares in conjunction with any such amendment. The Company will have until November 7, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…
The clause …“of $200,000. As of June 30, 2020 and December 31, 2019, there was $0 and $200,000 outstanding under the Promissory Note. The Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Items 3.02/8.01: Roth CH Acquisition I Co. reported that on May 22, 2020 the underwriters partly exercised the over-allotment option, closing on May 26, 2020 on 150,000 additional units at $10.00 for gross proceeds of $1,500,000, alongside a private sale of 3,000 further private units for $30,000. The underwriters then cancelled the remainder of the option, and the Company cancelled 243,750 shares of common stock issued to certain pre-IPO stockholders. In total $76,500,000 of net proceeds now sits in the trust account. Why it matters: The trust is final at $76,500,000, up from the $75,000,000 reported on May 13, 2020, and the founder share count falls by 243,750 to keep the sponsor's stake in the customary ratio to a smaller-than-planned public float. Note a dating error in the document: it cites 'a Current Report on Form 8-K dated March 4, 2020' as the source of the IPO disclosure, but the IPO closed on May 7, 2020 and was reported that month.
What changed: Item 8.01: Roth CH Acquisition I Co. filed the audited balance sheet as of May 7, 2020 (Exhibit 99.1) for its completed IPO, and restated the terms — 7,500,000 units at $10.00 for gross proceeds of $75,000,000, each unit one share of common stock plus three-quarters of one warrant exercisable at $11.50. The report states that as of May 7, 2020, $75,000,000 of the net proceeds of the IPO and the simultaneous private placement were deposited in the trust account for the benefit of public stockholders. Why it matters: The point of this report is the audited number: the company confirms $75,000,000 in trust against 7,500,000 public shares as at May 7, 2020, which is the balance every later redemption and extension is measured from. No new terms, target, deadline or deal are stated. The balance sheet itself is in the exhibit, which was not read for this summary, so only the trust figure the report states in its own text is asserted here.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.