ROCL SEC filings, in plain English
Everything Roth CH Acquisition V Co. has filed with the SEC that we hold — 40 filings, newest first, 3 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: Roth CH Acquisition V Co. called a special meeting for November 29, 2024 at 10:00 a.m. Eastern Time by teleconference to allow the Board, without further stockholder approval, to extend the combination deadline up to six times by one month each, from December 4, 2024 to June 4, 2025. The Business Combination Agreement with New Era Helium, dated January 3, 2024, has been amended five times: June 5, August 8, September 11 and September 30, 2024. Why it matters: The company is telling holders it expects to fail a Nasdaq listing condition that the counterparty can walk away on — a materially different risk from a routine extension. Five amendments in eleven months on the same agreement compound that. For ROCL holders the redemption right ahead of each extension is the protection; staying in means accepting both the delisting risk at closing and NEH's termination option, with no offsetting deposit disclosed here.
What changed vs 2023-11-20trust $26.9M → $17.9M -33%deadline 2023-12-04 → 2024-12-04trust account, combination deadline2 moved
- Trust account
- $26.9M$17.9M
- Combination deadline
- 2023-12-042024-12-04
SpacBrain reads this as $9,000,000 left the trust between the two filings.
The clause …“been made will be approximately $11.31, based on the approximate amount of $17.9 million held in the Trust Account as of November 18, 2024 after the release of interest income to be used by us to pay our income and franchise tax”…
SpacBrain reads this as 366 days later than the previous record.
The clause …“in full as follows: “In the event that the Corporation does not consummate a Business Combination by December 4, 2024, or, if the Corporation shall, in its sole discretion, extend the date by which the Corporation shall have to”…
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 vs 2024-08-14trust $17.6M → $17.9M +2%deadline 2024-12-03 → 2025-06-04
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $17.6M$17.9M
- Combination deadline
- 2024-12-032025-06-04
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 1.58M · unchanged
SpacBrain reads this as $364,375 was added to the trust between the two filings.
The clause …“$ 200,059 Prepaid expenses 25,490 62,174 Cash and marketable securities held in Trust Account 17,928,070 16,978,160 Total Current Assets 17,960,180 17,240,393 Total Assets $ 17,960,180 $ 17,240,393 ”…
SpacBrain reads this as 183 days later than the previous record.
The clause …“and extend the Combination Period for additional one-month periods up to June 4, 2025. The definitive proxy statement was mailed to stockholders of record as of October 28, 2024 in order to hold a special meeting of stockholders to”…
The clause …“be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The Company”…
The clause “0,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023, respectively 334 334 Additional paid-in capital — ”…
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: Roth CH Acquisition V Co.'s business combination proxy statement and prospectus, dated November 6, 2024, calls a special meeting for November 26, 2024 to approve the Business Combination Agreement and Plan of Reorganization dated January 3, 2024, amended June 5, August 8, September 11 and September 30, 2024. The redemption price is approximately $11.31 per share, and public stockholders may redeem whether they vote for the combination, against it or not at all. Under the Redomestication Merger each ROCL common share is exchanged for one share of Holdings common stock, par value $0.01. Why it matters: The $11.31 per share trust value is intact and the redemption right is unconditional — it does not depend on how or whether a holder votes, which is the single most valuable feature of the position. The one-for-one exchange into Holdings means no economic reset at closing, so the decision is purely between $11.31 in cash and equity in the New Era Helium survivor. Five amendments to the agreement in under a year argue for taking the cash.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2024-11-30
SpacBrain reads this as the agreement may be terminated from 2024-11-30.
The clause …“Amendment”) pursuant to which, among other things the parties extended the Outside Date to November 30, 2024. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are”…
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 date1 moved
- Outside date
- 2024-09-302024-11-30
SpacBrain reads this as 61 days later than the previous record.
The clause “Reorganization, pursuant to which, among other things, the parties extended the Outside Date to November 30, 2024. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by the terms”…
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 vs 2024-05-15trust $17.3M → $17.6M +1%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $17.3M$17.6M
- Combination deadline
- 2024-12-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 1.58M · unchanged
SpacBrain reads this as $228,137 was added to the trust between the two filings.
The clause …“ 62,174 Prepaid income taxes 45,204 — Cash and marketable securities held in Trust Account 17,563,695 16,978,160 Total Current Assets 17,704,085 17,240,393 Total Assets $ 17,704,085 $ 17,240,393 ”…
The clause …“be available to us on commercially acceptable terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory liquidation and subsequent dissolution. These conditions raise”…
The clause …“be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The Company”…
The clause “0,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 shares subject to possible redemption) as of June 30, 2024 and December 31, 2023, respectively 334 334 Additional paid-in capital — —”…
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 extracted2024-09-30
SpacBrain reads this as the agreement may be terminated from 2024-09-30.
The clause …“Amendment (the “ Amendment ”) pursuant to which, among other things: (a) the Outside Date has been extended to September 30, 2024; (b) the structure of the Business Combination has changed such that: (i) ROCL will merge (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 vs 2023-11-20trust $26.7M → $17.3M -35%deadline 2023-12-04 → 2024-12-03shares 2.51M → 1.58M -37%
trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $26.7M$17.3M
- Combination deadline
- 2023-12-042024-12-03
- Redeemable shares
- 2.51M1.58M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $9,376,348 left the trust between the two filings.
The clause “$ 200,059 Prepaid expenses 107,990 62,174 Cash and marketable securities held in Trust Account 17,335,558 16,978,160 Total Current Assets 17,499,983 17,240,393 Total Assets $ 17,499,983 $ 17,240,393”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“be available to us on commercially acceptable terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory liquidation and subsequent dissolution. These conditions raise”…
SpacBrain reads this as 927,715 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023, respectively 334 334 Additional paid-in capital — —”…
The clause …“be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The Company”…
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: Roth CH Acquisition V Co. ('ROCL', a Delaware corporation) filed Amendment No. 1 to its Form S-4; the preliminary proxy statement/prospectus inside is dated May 10, 2024. No explanatory note names the change. On January 3, 2024, ROCL entered into a Business Combination Agreement and Plan of Reorganization (the 'Original BCA') among ROCL, Roth CH V Merger Sub Corp. (a Delaware wholly owned subsidiary) and New Era Helium Corp. ('NEH', a Nevada corporation). Why it matters: The Nasdaq listing is stated as an expectation, not a completed condition, so it should not be recorded as assured. The merger is governed by Nevada law on the target side and Delaware law on the acquirer side. ROCL was formed in November 2020, so by this filing the vehicle was roughly three and a half years old. No registered share count, vote date or redemption deadline appears in this portion.
- What changed vs 2023-03-31trust $119.2M → $17.0M -86%deadline 2023-06-03 → 2024-12-03going concern APPEAREDsponsor loan $200K → $417Kshares 11.5M → 1.58M -86%
trust account, combination deadline, going-concern doubt +35 moved · 1 with no prior record of ours
- Trust account
- $119.2M$17.0M
- Combination deadline
- 2023-06-032024-12-03
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $200K$417K
- Redeemable shares
- 11.5M1.58M
- Mandate language
- we intend to focus our search on target businesses operating… · unchanged
SpacBrain reads this as $102,237,021 left the trust between the two filings.
The clause …“11, 2023. As of December 31, 2023, we had cash and marketable securities held in the Trust Account of $16,978,160. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing”…
SpacBrain reads this as 549 days later than the previous record.
The clause …“be available to it on commercially acceptable terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory liquidation and subsequent dissolution. These conditions raise”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. We plan to address this”…
SpacBrain reads this as the sponsor has advanced $216,841 more.
The clause …“account, to the extent available. As of December 31, 2023, the Company had $416,841 outstanding under a promissory note. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions”…
SpacBrain reads this as 9,917,203 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 and 11,500,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively 334 334 Additional paid-in capital - 205,072”…
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.
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.