888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
(949) 720-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
DATED FEBRUARY 13, 2023 SUBJECT TO COMPLETION

PROXY STATEMENT FOR
SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING
OF
ROTH CH ACQUISITION IV CO.
AND
PROSPECTUS
FOR
UP TO 60,000,000 SHARES OF COMMON STOCK OF ROTH CH
ACQUISITION IV CO.

Dear Stockholder:

On December 5, 2022, Roth CH Acquisition IV Co. (“ROCG”) and Roth IV Merger Sub Inc., a wholly owned subsidiary of ROCG (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Tigo Energy, Inc. (“Tigo”). If the transactions contemplated by the Merger Agreement are completed, Merger Sub will merge with and into Tigo (the “Merger”), with Tigo surviving the merger as a wholly owned subsidiary of ROCG (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, ROCG will be renamed “Tigo Energy, Inc.” and is referred to herein as the “Combined Company” as of the time following such change of name.

As part of the Business Combination, Tigo equityholders (including holders of warrants and options) will receive aggregate merger consideration of 60,000,000 shares of the Combined Company common stock (the “merger consideration”). The merger consideration will represent approximately 86.1% of the issued and outstanding shares of the Combined Company common stock immediately following completion of the Business Combination on a fully diluted basis, assuming L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note,” prior to the Closing, and assuming no ROCG public stockholder exercises its redemption rights in connection with completion of the Business Combination. Assuming a value of $10.00 per share of ROCG common stock, which is the price at which ROCG completed its initial public offering in August 2021, the aggregate merger consideration implies an aggregate equity value for Tigo of approximately $600.0 million. The merger consideration is subject to a dollar-for-dollar upward or downward adjustment in the event Tigo raises or obtains a commitment to raise capital (excluding capital raised through convertible notes or similar debt instruments convertible into or exercisable for capital stock or other equity securities of the Company to the extent such notes or similar debt instruments have not so converted) prior to the closing of the Merger. See the section entitled “The Merger Agreement  — Covenants and Agreements  — Private Placements” on page 235 of the attached proxy statement/prospectus for further information on the potential adjustment to the merger consideration.

Under the terms of the Merger Agreement, immediately prior to the effective time of the Business Combination, Tigo will (i) cause each share of Tigo preferred stock issued and outstanding to be automatically converted into a number of shares of Tigo common stock in accordance with Tigo’s charter (the “preferred stock conversion”) and (ii) use reasonable best efforts to cause the “cashless” exercise of Tigo warrants for Tigo common stock (the “warrant exercise”). As of February 10, 2023, the holders of approximately 88.5% of Tigo warrants have delivered consent to “cashless” exercise their warrants for Tigo shares. At the effective time of the Business Combination, each share of Tigo common stock issued and outstanding immediately prior to the Closing (including shares of Tigo common stock issued in the preferred stock conversion and warrant exercise prior to the Closing but excluding shares owned by Tigo or any direct or indirect wholly owned subsidiary of Tigo as treasury stock, shares owned by ROCG, and shares of Tigo common stock issued and outstanding immediately prior to the effective time of the Business Combination held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such shares (the “dissenting shares”)) will be cancelled and converted into the right to receive a pro rata portion of the merger consideration based on the number of shares of Tigo capital stock outstanding before completion of the Business Combination on a fully diluted basis, as further described in the attached proxy statement/prospectus. See the section entitled “The Business Combination” on page 199 of the attached proxy statement/prospectus for further information on the per share consideration being paid to the equityholders of Tigo in the Business Combination.

It is anticipated that, immediately following the consummation of the Business Combination, ROCG’s public stockholders will hold approximately 11.6% of the issued and outstanding shares of the Combined Company, the Sponsors will hold approximately 2.3% of the issued and outstanding shares of the Combined Company and the Tigo stockholders will hold approximately 86.1% of the issued and outstanding shares of the Combined Company. These percentages are expressed on a fully diluted basis, assume that L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note,” prior to the Closing and assume that no public stockholders exercise their

redemption rights in connection with the Business Combination and are subject to other important assumptions, which are set forth in more detail on pages x - xii. See “Questions and Answers About the Business Combination — What equity stake will current ROCG Public Stockholders, the ROCG Sponsors, and the Tigo Stockholders hold in the Combined Company on a fully diluted basis following the Closing?” for more information.

ROCG’s units, common stock and warrants are publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “ROCGU,” “ROCG” and “ROCGW,” respectively. Following the Closing, ROCG intends to change its name to Tigo Energy, Inc. ROCG intends to apply to list the Combined Company common stock and warrants on Nasdaq under the symbols “TYGO” and “TYGOW,” respectively, upon the Closing. The Combined Company will not have units traded following the Closing. It is a condition to the consummation of the Merger that the shares of ROCG common stock to be issued in the Merger be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Merger will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

ROCG and Tigo cannot complete the Business Combination unless (i) ROCG’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby, including the issuance of ROCG common stock to be issued as the merger consideration pursuant to the Business Combination and (ii) Tigo’s stockholders consent to adoption and approval of the Merger.

ROCG will hold a special meeting of stockholders in lieu of the 2023 annual meeting of its stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. The Special Meeting will be held at                 a.m. Eastern Time, on                 , 2023, in virtual format. The Special Meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the Special Meeting by dialing                 (toll-free within the U.S. and Canada) or           (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is                 , but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the Special Meeting by means of remote communication.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (including presence at a virtual meeting) at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank, or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank, or other nominee.

The ROCG board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that ROCG stockholders vote “FOR” the approval of the Merger Agreement, “FOR” the issuance of common stock to be issued pursuant to the Business Combination and “FOR” the other matters to be considered at the Special Meeting.

The Tigo board of directors has approved the Merger Agreement and the transactions contemplated thereby and recommends that Tigo stockholders consent to adopt and approve in all respects the Merger Agreement and the transactions contemplated thereby.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about ROCG and Tigo and certain related matters. You are encouraged to read this proxy statement/​prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the board of directors of ROCG, you should keep in mind that ROCG’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating ROCG. In particular, you should read the “Risk Factors” section beginning on page 34 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact our proxy solicitor, Advantage Proxy:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

Sincerely,
Byron Roth
Co-Chief Executive Officer and Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of ROCG common stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                 , 2023, and is first being mailed to stockholders of ROCG on or about                 , 2023.

 

ROTH CH ACQUISITION IV CO.
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
(949) 720-5700

NOTICE OF
SPECIAL MEETING IN LIEU OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON           , 2023

TO THE STOCKHOLDERS OF ROCG:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2023 annual meeting of stockholders of Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), will be held at           a.m. Eastern Time, on           , 2023 in virtual format (the “Special Meeting”). The Special Meeting can be accessed by visiting           , where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the Special Meeting by dialing           (toll-free within the U.S. and Canada) or           (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is           , but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the Special Meeting by means of remote communication. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)

The Business Combination Proposal — To consider and vote upon a proposal to approve the Merger Agreement, dated as of December 5, 2022 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among ROCG, Roth IV Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ROCG (“Merger Sub”), and Tigo Energy, Inc., a Delaware corporation (“Tigo”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Tigo, with Tigo surviving the merger as a wholly owned subsidiary of ROCG (the “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A;

​

(2)

The Charter Proposal — To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the “Proposed Charter”) in the form attached hereto as Annex B, including changing ROCG’s name from “Roth CH Acquisition IV Co.” to “Tigo Energy, Inc.” ​(the “Charter Proposal”);

​

(3)

The Governance Proposal — To consider and act upon, on a non-binding advisory basis, six separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with the requirements of the Securities and Exchange Commission (the “Governance Proposal”);

​

(4)

The Director Election Proposal — To consider and vote upon a proposal to elect six directors to serve on the Board of Directors of the Combined Company (the “Board”) until the 2024 annual meeting of stockholders and their respective successors are duly elected and qualified (the “Director Election Proposal”);

​

(5)

The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (the “Nasdaq”), the issuance of shares of ROCG common stock to Tigo stockholders pursuant to the Merger Agreement (the “Nasdaq Proposal”);

​

(6)

The Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Tigo Energy, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Director Election Proposal and the Nasdaq Proposal, the “condition precedent proposals”); and

​

(7)

The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of

​

 

 

proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Nasdaq Proposal, the Director Election Proposal, and the Equity Incentive Plan Proposal, each, a “Proposal” and collectively, the “Proposals”).

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ROCG common stock at the close of business on                 , 2023 (the “ROCG Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

Pursuant to ROCG’s Existing Charter (as defined herein), ROCG will provide holders of its common stock with the opportunity to redeem, upon the Closing, their Public Shares (as defined herein) for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as defined herein), which holds the proceeds of ROCG’s initial public offering, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to ROCG to pay its taxes). For illustrative purposes, based on funds in the Trust Account of approximately $24.4 million on January 31, 2023, the estimated per share redemption price would have been approximately $10.15, excluding additional interest earned on the funds held in the Trust Account and not previously released to ROCG to pay taxes. Public stockholders (as defined herein) may elect to redeem their shares regardless of whether they vote for, against or abstain on the Business Combination Proposal. A holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act (as defined herein)), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of ROCG. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of ROCG. ROCG’s Sponsors have entered into an agreement with ROCG pursuant to which they agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock they may hold. Currently, the Sponsors own 58.4% of ROCG common stock, consisting of the Founder Shares (as defined herein) and the Private Placement Units (as defined herein). Founder Shares and the Private Placement Units will be excluded from the pro rata calculation used to determine the per-share redemption price.

The Sponsors have also agreed to vote all shares of ROCG common stock owned by them in favor of the Business Combination Proposal presented at the Special Meeting.

After careful consideration, ROCG’s board of directors (the “ROCG Board”) has determined that the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal are fair to and in the best interests of ROCG and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented.

The existence of financial and personal interests of ROCG’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ROCG and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination — Interests of ROCG’s Sponsors, Directors and Officers in the Business Combination” in the proxy statement/​prospectus for a further discussion.

The approval of each of the Business Combination Proposal, the Governance Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the of shares of ROCG common stock, present in person (including presence at a virtual meeting) or represented by proxy. The approval of the Charter Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ROCG common stock.

 

 

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, and the Nasdaq Proposal at the Special Meeting, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Governance Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All ROCG stockholders are cordially invited to attend the Special Meeting in virtual format. A list of stockholders entitled to vote at the Special Meeting will be available for inspection for the 10 days prior to the meeting during regular business hours at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, and during the meeting will be available through the special meeting website. ROCG stockholders may attend, vote and examine the list of ROCG stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker, bank, or other nominee on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

           

Byron Roth
Co-Chief Executive Officer and Chairman of the Board of Directors

           , 2023

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on           , 2023: ROCG’s proxy statement/prospectus is available at https://

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE ROCG REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ROCG’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED DATE OF THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST

 

COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “ROCG’S SPECIAL MEETING OF STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

 

 

ii

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by ROCG (File No. 333-269095) (the “Registration Statement”), constitutes a prospectus of ROCG under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of ROCG stockholders at which ROCG stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

ROCG files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read ROCG’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus, without charge, or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

Byron Roth
Co-Chief Executive Officer and Chairman of the Board of Directors
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
(949) 720-5700

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor, Advantage Proxy at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

If you are a stockholder of ROCG and would like to request documents, please do so by [           ], 2023 to receive them before the ROCG special meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

 

iii

 

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which Tigo conducts its business. Tigo operates in an industry in which it is difficult to obtain precise industry and market information. Tigo has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Tigo cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Tigo is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.

 

iv

 

BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Closing” are to the closing of the Business Combination;

“Closing Date” are to the date on which the Closing actually occurs;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

“common stock” or “ROCG common stock” are to the ROCG common stock prior to the Business Combination, and to shares of the Combined Company’s common stock after the Business Combination;

“Combined Company” are to ROCG following the consummation of the Business Combination and the other transactions contemplated by the Merger Agreement;

“Completion Window” are to the period beginning on the closing date of the ROCG IPO (as defined below) and ending July 10, 2023, during which ROCG seeks to complete an initial business combination pursuant to the terms of its Existing Charter (as defined below).

“DGCL” are to the Delaware General Corporation Law, as may be amended from time to time;

“Effective Time” are to the effective time of the Business Combination;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient of (x) the aggregate merger consideration of 60 million shares of ROCG common stock, divided by (y) the number of shares of Tigo common stock and Tigo preferred stock outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted basis to Tigo’s common stock, and including, without duplication, (i) the number of shares of Tigo’s common stock issued or issuable in the preferred stock conversion, including through dividends, and (ii) the aggregate number of shares issuable upon the exercise of all Tigo options, whether vested or unvested, and warrants outstanding immediately prior to the Effective Time in accordance with their respective terms and on a cashless exercise basis;

“Existing Charter” are to the Amended and Restated Certificate of Incorporation of Roth CH Acquisition IV Co., dated August 5, 2021, as amended by that Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Roth CH Acquisition IV Co., dated December 20, 2022;

“Founder Shares” are to the 2,875,000 shares of ROCG common stock held by our Sponsors;

“GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“Investment Management Trust Agreement” are to that certain investment management trust agreement, dated August 5, 2021, by and between ROCG and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee;

“Merger Sub” are to Roth IV Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ROCG;

“Private Placement Units” are to the 461,500 units that were purchased by certain of our Sponsors in a private placement which occurred simultaneously with the completion of the IPO; the terms of the underlying warrants are identical to those of the public warrants under the Warrant Agreement;

“Public Shares” are to shares of ROCG common stock sold in the ROCG IPO (whether they were purchased in the ROCG IPO or thereafter in the open market);

“public stockholders” are to the holders of ROCG’s Public Shares, excluding, for avoidance of doubt, the Sponsors and ROCG’s management team to the extent the Sponsors and/or members of the ROCG management team purchase Public Shares;

 

v

 

“ROCG” are to Roth CH Acquisition IV Co., a Delaware corporation;

“ROCG IPO” or our “IPO” are to the initial public offering by ROCG, which closed on August 10, 2021;

“SEC” are to the U.S. Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Sponsors” are to, collectively, CR Financial Holdings, Inc., a California corporation, Roth Capital Partners, LLC, a Delaware limited liability company, CHLM Sponsor LLC, a Delaware limited liability company, Hampstead Park Capital Management, LLC, a Delaware limited liability company, Byron Roth, Aaron M. Gurewitz, as Trustee of the AMG Trust established January 23, 2007, Gordon Roth, Theodore Roth, Matt Day, Andrew Costa, Nazan Akdeniz, Lou Ellis, John Lipman, Molly Montgomery, Adam Rothstein, and Sam Chawla;

“Tigo” are to Tigo Energy, Inc.;

“Tigo stockholders” are to the stockholders of Tigo prior to the Closing; and

“Trust Account” are to the trust account established by ROCG for the benefit of its stockholders with Continental Stock Transfer & Trust Company.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in U.S. dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

 

vi

 

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

ROCG, Tigo and Tigo’s subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/​prospectus are listed without the applicable ®, M and SM symbols, but their respective owners will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

vii

 

 

•

effectively respond to general economic and business conditions; and

​

•

successfully deploy the proceeds from the Business Combination.

​

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/​prospectus, could affect the future results of ROCG and Tigo prior to the Business Combination, and the Combined Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus:

•

any delay in Closing;

​

•

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

​

•

litigation, complaints, product liability claims and/or adverse publicity;

​

•

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends, and employee availability; and

​

•

any defects in new products or enhancements to existing products.

​

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition, or results of operations of ROCG and Tigo prior to the Business Combination, and the Combined Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can ROCG or Tigo assess the impact of all such risk factors on the business of ROCG and Tigo prior to the Business Combination, and the Combined Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to ROCG or Tigo or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. ROCG and Tigo prior to the Business Combination, and the Combined Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of ROCG or Tigo, as applicable, on the relevant subject. These statements are based upon information available to ROCG or Tigo, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that ROCG or Tigo, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

The PSLRA provides a safe harbor for forward-looking statements made with respect to certain securities offerings, but excludes such protection for statements made in connection with certain securities offerings, such as tender offers and initial public offerings. The term “initial public offering” is not defined in the PSLRA. Given the particular characteristics of mergers and business combinations completed by special purpose acquisition companies, there has been some question regarding whether such mergers and business combinations are “initial public offerings,” and therefore not subject to the protection of the PSLRA. There is currently no relevant case law on this matter, and accordingly, there can be no assurances that the safe harbor is applicable to forward-looking statements made by ROCG and Tigo in connection with the Business Combination, and the protections of the safe harbor provided by the PSLRA to ROCG and Tigo may not be available.

 

ix

 

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting, and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to ROCG stockholders. You are urged to read this entire proxy statement/​prospectus carefully, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:

WHAT IS THE BUSINESS COMBINATION?

​

A:

ROCG, Merger Sub, and Tigo have entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Tigo, with Tigo surviving the Business Combination as a wholly owned subsidiary of ROCG. In connection with the Closing, Tigo will be renamed Tigo Energy MergeCo, Inc. and ROCG will be renamed Tigo Energy, Inc. and is referred to herein as the “Combined Company” as of the time following such change of name.

​

ROCG will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting. See “The Merger Agreement” beginning on page 227. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein, in their entirety.

Q:

WHY AM I RECEIVING THIS DOCUMENT?

​

A:

ROCG is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of ROCG common stock with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless ROCG’s stockholders approve the Business Combination Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, and the Nasdaq Proposal set forth in this proxy statement/prospectus for their approval. ROCG is holding a Special Meeting to obtain such approvals. In addition, ROCG must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed in connection with its initial business combination. Holders who wish to exercise their redemption rights must, prior to      a.m., Eastern Time, on            , 2023 (two business days prior to the scheduled date of the Special Meeting): (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that ROCG redeem their Public Shares for cash and (ii) deliver their Public Shares to the Transfer Agent physically or electronically using DTC’s Deposit and Withdrawal at Custodian (DWAC) system. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.

​

This document constitutes a proxy statement of ROCG and a prospectus of ROCG. It is a proxy statement because the ROCG Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because ROCG, in connection with the Business Combination, is offering shares of ROCG common stock in exchange for the outstanding shares of Tigo common stock, pursuant to the Merger Agreement. See “The Merger Agreement — Merger Consideration.”

Q:

WHAT WILL TIGO STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

​

A:

Subject to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions set forth therein, at the Closing, Tigo equityholders (including holders of warrants and options) will receive aggregate merger consideration of 60,000,000 newly issued shares of ROCG common stock (the “merger consideration”). Assuming a value of $10.00 per share of ROCG common stock, which is the price at which ROCG completed its initial public offering in August of 2021, the aggregate merger consideration implies an aggregate equity value for Tigo of approximately $600.0 million.

​

 

x

 

Under the terms of the Merger Agreement, immediately prior to the Effective Time, (x) Tigo will cause each share of Tigo preferred stock issued and outstanding to be automatically converted into a number of shares of Tigo common stock in accordance with Tigo’s charter (the “preferred stock conversion”) and (y) use reasonable best efforts to cause the “cashless” exercise of Tigo warrants for Tigo common stock (the “warrant exercise”). As of February 10, 2023, the holders of approximately 88.5% of Tigo warrants have delivered consent to “cashless” exercise their warrants for Tigo shares.

At the Effective Time:

•

Common Stock:   Each share of Tigo common stock issued and outstanding immediately prior to the Closing (including shares of Tigo common stock issued in the preferred stock conversion and warrant exercise prior to the Closing, but excluding shares owned by Tigo or any direct or indirect wholly owned subsidiary of Tigo as treasury stock, shares owned by ROCG, and shares of Tigo common stock issued and outstanding immediately prior to the effective time of the Business Combination held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such shares (the “dissenting shares”)) will be cancelled and converted into the right to receive a number of shares of ROCG common stock equal to the Exchange Ratio;

​

•

Options:   Each outstanding Tigo stock option, whether vested or unvested, will be converted into an option to purchase a number of shares of ROCG common stock equal to the product of (x) the number of shares of Tigo common stock underlying such Tigo stock option immediately prior to the Closing and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Tigo common stock underlying such Tigo stock option immediately prior to the Closing divided by (B) the Exchange Ratio; and

​

​

•

Warrants:   Each outstanding warrant to purchase Tigo stock, whether or not exercisable, will be converted into a warrant to purchase a number of shares of ROCG common stock equal to the product of (x) the number of shares of Tigo common stock underlying such Tigo warrant immediately prior to the Closing and (y) the Exchange Ratio.

​

The “Exchange Ratio” is the quotient of (x) the aggregate merger consideration of 60,000,000 shares of ROCG common stock, divided by (y) the number of shares of Tigo common stock and Tigo preferred stock outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted basis to Tigo’s common stock, and including, without duplication, (i) the number of shares of Tigo’s common stock issued or issuable in the preferred stock conversion, including through dividends, and (ii) the aggregate number of shares issuable upon the exercise of all Tigo options, whether vested or unvested, and warrants outstanding immediately prior to the Effective Time in accordance with their respective terms and on a cashless exercise basis. Based on the number of shares of Tigo capital stock outstanding and issuable upon the net exercise of all outstanding Tigo warrants and stock options the estimated Exchange Ratio is approximately 0.2373, assuming that L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note,” prior to the Closing, and 0.2356 if L1 Energy does exercise such right prior to the Closing.

The total percentage of shares of ROCG common stock expected to be held by holders of Tigo capital stock on a fully diluted basis upon the Closing is approximately 86.1%, assuming that L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note,” prior to the Closing, and assuming no ROCG public stockholder exercises redemption rights in connection with completion of the Business Combination.

Q:

WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for            , 2023; however, such meeting could be adjourned, as described herein. Neither ROCG nor Tigo can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result

​

 

xi

 

in the Business Combination being completed at a different time or not at all. Prior to the Closing, ROCG must obtain the approval of its stockholders for certain of the proposals set forth in this proxy statement/prospectus for their approval, Tigo must obtain the approval of its stockholders for the Business Combination, and ROCG and Tigo must obtain certain necessary regulatory approvals and satisfy other Closing conditions. See “The Merger Agreement — Conditions to the Business Combination” beginning on page 240.

Q:

HOW WILL ROCG BE MANAGED AND GOVERNED FOLLOWING THE BUSINESS COMBINATION?

​

A:

ROCG is currently managed by the following management-level employees: Byron Roth, our Chairman and Co-Chief Executive Officer; John Lipman, our Co-Chief Executive Officer and Director; Gordon Roth, our Chief Financial Officer; Rick Hartfiel and Aaron Gurewitz, our Co-Presidents; and Andrew Costa and Matthew Day, our Co-Chief Operating Officers. Following the Closing, Tigo’s executive officers are expected to be the current management team of Tigo. See “Management of the Combined Company Following the Business Combination” for more information.

​

ROCG is, and after the Closing will continue to be, managed by its board of directors. Following the Closing, the Board will consist of the following six members: Zvi Alon, Michael Splinter, Stanley Stern, John Wilson, Tomer Babai, and Joan C. Conley. In addition, following the Closing, we expect that a majority of the directors will be “independent” under applicable Nasdaq listing rules. See the section entitled “Management of the Combined Company Following the Business Combination” for more information.

​

Q:

WHAT EQUITY STAKE WILL CURRENT ROCG PUBLIC STOCKHOLDERS, THE ROCG SPONSORS, AND THE TIGO STOCKHOLDERS HOLD IN THE COMBINED COMPANY ON A FULLY DILUTED BASIS FOLLOWING THE CLOSING?

​

​

A:

As of February 10, 2023 there were 5,714,749 shares of ROCG common stock issued and outstanding. ROCG’s public stockholders currently own approximately 2,378,249 shares of ROCG common stock, equal to approximately 41.6% of issued and outstanding ROCG common stock, and ROCG’s Sponsors currently own approximately 2,875,000 Founder Shares and 461,500 shares of ROCG common stock that make part of the Private Placement Units, equal to approximately 58.4% of issued and outstanding ROCG common stock.

​

It is anticipated that, immediately following completion of the Business Combination and if there are no further redemptions by ROCG’s public stockholders, and assuming L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note,” prior to the Closing, ROCG’s existing stockholders, including the Sponsors, will own on a fully diluted basis approximately 13.9% of the outstanding shares of the Combined Company and the existing Tigo stockholders will own approximately 86.1% of the outstanding shares of the Combined Company. If there are redemptions by ROCG’s public stockholders up to the maximum level presented for the Business Combination in the accompanying proxy statement/prospectus, immediately following completion of the Business Combination, ROCG’s existing stockholders, including the Sponsors, will own on a fully diluted basis approximately 10.9% of the outstanding shares of the Combined Company and the existing Tigo stockholders will own approximately 89.1% of the outstanding shares of the Combined Company, assuming L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note,” prior to the Closing.

These percentages do not include shares issuable in connection with any prospective compensation plan, of the Combined Company and are calculated based on a number of assumptions as described in the accompanying proxy statement/prospectus. For a discussion of these assumptions, see The Merger Agreement — Merger Consideration; Treatment of Tigo Equity Awards.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in the Combined Company will be different. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

xii

 

Assuming L1 Energy Does Not Convert Convertible Note Prior to Closing

The following table illustrates varying ownership levels of the issued and outstanding common stock of the Combined Company on a fully diluted basis (assuming L1 Energy does not exercise its right to convert the Convertible Note, as further described in the section titled “Other Agreements — Convertible Note, prior to the Closing), assuming varying levels of redemptions by ROCG’s public stockholders. The assumption that L1 Energy does not exercise its right to convert the Convertible Note prior to Closing is based on Tigo’s management’s assumptions as of the date of this proxy statement/prospectus regarding L1 Energy’s investment in Tigo. However, whether L1 Energy exercises its right to convert the Convertible Note prior to Closing is beyond our control. If L1 Energy exercises its right to convert the Convertible Note prior to Closing, varying ownership levels of the issued and outstanding common stock of the Combined Company will change. Please see the table below entitled “Assuming L1 Energy Converts Convertible Note Prior to Closing” showing the impact of L1 Energy’s exercise of its right to convert the Convertible Note prior to Closing.

(1)

Please see the table below entitled “Dilution Sources” showing the impact of the exercise of ROCG Warrants above.

​

(2)

Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 1,189,124 shares).

​

(3)

Assumes that 100% of ROCG’s outstanding Public Shares is redeemed in connection with the Business Combination, which is the maximum permitted taking into account the minimum tangible net assets.

​

​

(4)

Includes 5,750,000 shares of ROCG common stock issuable upon exercise of ROCG Public Warrants.

​

​

(6)

Includes (i) 47,250,584 shares of ROCG common stock resulting from conversion of Tigo convertible preferred stock, (ii) 5,562,094 shares of ROCG common stock issued in exchange for shares of Tigo common stock, (iii) 4,335,083 shares of ROCG common stock issuable upon cashless exercise of Tigo options, (iv) 1,721,063 shares of ROCG common stock issuable upon cashless exercise of Tigo warrants and (v) 1,131,176 shares of ROCG common stock issuable as accrued dividends, in each case at an estimated Exchange Ratio of 0.2373 pursuant to the Merger Agreement.

​

 

xiii

 

​

(1)

Please see the table below entitled “Dilution Sources” showing the impact of the exercise of ROCG Warrants above.

​

​

(2)

Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 1,189,124 shares).

​

​

(3)

Assumes that 100% of ROCG’s outstanding Public Shares is redeemed in connection with the Business Combination, which is the maximum permitted taking into account the minimum tangible net assets.

​

​

(4)

Includes 5,750,000 shares of ROCG common stock issuable upon exercise of ROCG Public Warrants.

​

​

(5)

Includes 18,750 shares of ROCG common stock issuable upon exercise of ROCG Private Warrants and 300,000 shares issuable under the BCMA Termination Agreement.

​

​

(6)

Includes (i) 46,918,850 shares of ROCG common stock resulting from conversion of Tigo convertible preferred stock, (ii) 5,523,044 shares of ROCG common stock issued in exchange for shares of Tigo common stock, (iii) 4,304,647 shares of ROCG common stock issuable upon cashless exercise of Tigo options, (iv) 1,705,616 shares of ROCG common stock issuable upon cashless exercise of Tigo warrants and (v) 1,131,176 shares of ROCG common stock issuable as accrued dividends, in each case at an estimated Exchange Ratio of 0.2356 pursuant to the Merger Agreement.

​

​

(7)

Includes 5,416,666 shares of ROCG common stock issued in exchange for shares of Tigo common stock at an estimated Exchange Ratio of 0.2356 pursuant to the Merger Agreement.

​

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the Equity Incentive Plan or (ii) any backstop commitments or capital raising transactions. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each.

Share ownership and the related voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. ROCG cannot predict how many ROCG public stockholders will exercise their right to have their shares redeemed for cash. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current ROCG stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

In addition, the following table illustrates varying ownership levels of holders of ROCG Warrants in Combined Company common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise of ROCG Warrants. The assumptions discussed above continue to apply other than that exercise of ROCG Warrants. The table below does not adjust present adjustment for all of the holders described above, on a percentage basis, but only presents the percentages for holders of ROCG Warrants assuming they exercised their warrants immediately after the Closing (although the terms of the ROCG Warrants only allow exercise beginning 30 days after the Closing and only at an exercise price of $11.50 per share). The ROCG Warrants are not subject to redemption, and accordingly will remain outstanding under any referenced redemption scenario, although given the exercise price of $11.50 per share they are unlikely to be exercised unless the Combined Company common stock trades above such exercise price:

(1)

All share numbers and percentages for the “Additional Dilution Sources” are presented without the potential reduction of any amounts paid by the holders of the given “Additional Dilution Sources” and therefore may overstate the presentation of dilution. Calculation does not give effect to the exercise price of $11.50 paid upon exercise of the ROCG Warrants.

​

 

xiv

 

(2)

Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 1,189,124 shares).

​

(3)

Assumes that 100% of ROCG outstanding Public Shares are redeemed in connection with the Business Combination.

​

(4)

Assumes exercise of all ROCG Warrants exercisable to purchase 5,768,750 shares of ROCG common stock.

​

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

The following table shows the dilutive effect and the effect on the per share value of shares of the Combined Company common stock held by non-redeeming holders of ROCG common stock under a range of redemption scenarios and ROCG Warrant exercise scenarios:

(1)

Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 1,189,124 shares).

​

(2)

Assumes that approximately 100% of ROCG’s outstanding Public Shares are redeemed in connection with the Business Combination.

​

(3)

Based on a post-transaction equity value of the Combined Company of $600.0 million.

​

(4)

Based on a post-transaction equity value of the Combined Company of $600.0 million adjusted for 50% redemptions.

​

(5)

Based on a post-transaction equity value of the Combined Company of $600.0 million adjusted for maximum redemption.

​

​

(6)

Represents the post-Closing share ownership in the Combined Company held by non-redeeming holders of ROCG common stock assuming various levels of redemption by holders of ROCG common stock and includes 5,416,666 shares of ROCG common stock assuming conversion of the Convertible Note prior to Closing.

​

​

(7)

Represents the Base Scenario excluding the Founder Shares and shares held by the Sponsors (which are referred to collectively in this table as “Sponsor Shares”).

​

(8)

Represents the Base Scenario plus the full exercise of the ROCG Warrants for 5,768,750 shares of Combined Company common stock.

​

(9)

Does not account for proceeds paid to ROCG or the Combined Company, if any, in connection with payment of the exercise prices for ROCG Warrants.

​

For further details, see “Business Combination — Merger Consideration” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:

FOLLOWING THE BUSINESS COMBINATION, WILL ROCG’S SECURITIES CONTINUE TO TRADE ON A STOCK EXCHANGE?

​

A:

Yes. In connection with the Closing, we intend to apply to continue the listing of our common stock on the Nasdaq and to list the shares of common stock to be issued in connection with the Business Combination. Following the Closing, we intend to change our name from “Roth CH Acquisition IV

​

 

xv

 

Co.” to “Tigo Energy, Inc.” and our common stock and warrants are expected to continue to be listed on the Nasdaq under the symbols “TYGO” and “TYGOW,” respectively.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:

WHEN AND WHERE IS THE SPECIAL MEETING?

​

A:

The Special Meeting will be held at      a.m. Eastern Time, on           , 2023, in virtual format. The Special Meeting can be accessed by visiting           , where ROCG stockholders will be able to listen to the meeting live and vote during the meeting. Additionally, ROCG stockholders have the option to listen to the Special Meeting by dialing         . The passcode for telephone access is         , but please note that ROCG stockholders who choose to participate telephonically cannot vote or ask questions. ROCG stockholders may attend, vote and examine the list of ROCG stockholders entitled to vote at the Special Meeting by visiting and entering the control number included in the proxy card, voting instruction form or notice included in their proxy materials.

​

ROCG stockholders of record will need their respective control number to join the Special Meeting. ROCG stockholders may obtain their control number from the proxy card, voting instruction form or notice received from       . Any ROCG stockholder who holds their position through a bank or broker and would like to join the Special Meeting must contact       at       to obtain a control number. The Special Meeting will be held in virtual meeting format only. ROCG stockholders will not be able to attend the Special Meeting physically.

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

​

A:

The ROCG stockholders are being asked to vote on the following:

​

•

A proposal to adopt the Merger Agreement and the transactions contemplated thereby. See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

​

•

A proposal to adopt the Proposed Charter in the form attached hereto as Annex B. See the section entitled “Proposal No. 2 — The Charter Proposal.”

​

•

A proposal with respect to certain governance provisions in the Proposed Charter, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 3 — The Governance Proposal.”

​

•

A proposal to elect six directors to serve on the Board until 2024 annual meeting of stockholders and their respective successors are duly elected and qualified. See the section entitled “Proposal No. 4 — The Director Election Proposal.”

​

•

A proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of ROCG common stock to the Tigo stockholders pursuant to the Merger Agreement. See the section entitled “Proposal No. 5 — The Nasdaq Proposal.”

​

•

A proposal to approve and adopt the Tigo Energy, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan”). See the section entitled “Proposal No. 6 — The Equity Incentive Plan Proposal.”

​

•

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Nasdaq Proposal, or the Equity Incentive Plan Proposal. See the section entitled “Proposal No. 7 — The Adjournment Proposal.”

​

ROCG will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/​prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting.

Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

 

xvi

 

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Nasdaq Proposal, and the Equity Incentive Plan Proposal (collectively, the “condition precedent proposals”), subject to the terms of the Merger Agreement. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If ROCG stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. If the Business Combination Proposal is not approved, the other Proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:

WHO IS TIGO?

​

Tigo Energy, Inc. was founded in 2007. Tigo is a Delaware corporation headquartered in Campbell, California that develops and manufactures smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at the module level. Tigo also develops and manufactures products such as inverters and battery storage systems for the residential solar-plus-storage market.

Q:

WHY IS ROCG PROPOSING THE BUSINESS COMBINATION?

​

A:

ROCG was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses or entities.

​

On August 10, 2021, ROCG completed its initial public offering of common stock at a price of $10.00 per share, raising total gross proceeds of $115.0 million. Simultaneously with the consummation of the ROCG IPO, ROCG completed a private placement of units, each unit consisting of one share of common stock and one-half redeemable warrant, to certain of its Sponsors, raising total gross proceeds of $4.6 million. Since the ROCG IPO, ROCG’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations of Tigo and the industry in which it operates, including the financial and other information provided by Tigo in the course of their negotiations in connection with the Merger Agreement, the ROCG Board believes that the Business Combination with Tigo is advisable and in the best interests of ROCG and its stockholders. See the section entitled “The Business Combination — Recommendation of the ROCG Board of Directors and Reasons for the Business Combination.”

Q:

DOES THE ROCG BOARD HAVE INTERESTS IN THE BUSINESS COMBINATIION THAT DIFFER FROM OR ARE IN ADDITION TO THE INTERESTS OF ROCG STOCKHOLDERS GENERALLY?

​

​

A:

Yes. The Sponsors, which include ROCG’s officers and directors, have interests in the Business Combination that are different from, or in addition to, the interests of ROCG stockholders generally. The ROCG Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Business Combination and in determining to recommend that the Merger Agreement and Business Combination be approved by the ROCG stockholders.

​

When you consider the recommendation of the ROCG Board in favor of approval of the Business Combination and the proposals to be considered at the Special Meeting, you should keep in mind that the holders of our founder shares, including our directors, have interests in the Business Combination that are different from, or in addition to (which may conflict with), those of ROCG stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

​

•

unless ROCG consummates an initial business combination, the Sponsors and ROCG’s officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent

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that such expenses exceed the amount of available proceeds from the ROCG IPO and private placement not deposited in the Trust Account. As of January 31, 2023, no such reimbursable out-of-pocket expenses have been incurred;

•

with certain limited exceptions, 50% of ROCG’s founder shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination or earlier in either case if, subsequent to our initial business combination, we complete a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their shares of common stock for cash, securities or other property;

​

​

•

based on the difference in the purchase price of $0.0087 that the Sponsors paid for the Founder Shares, as compared to the purchase price of $10.00 per public unit sold in the IPO, the Sponsors may earn a positive rate of return even if the share price of the Combined Company after the closing of a business combination falls below the price initially paid for the public units in the ROCG IPO and the public investors experience a negative rate of return following the closing of a business combination;

​

​

•

the fact that Sponsors paid an aggregate of $25,000 (or approximately $0.0087 per share) for their 2,875,000 Founders Shares and such securities may have a value of $28,750,000 at the time of a business combination. Therefore, the Sponsors could make a substantial profit after the initial business combination even if public investors experience substantial losses. Further, the Founder Shares have no redemption rights upon ROCG’s liquidation and will be worthless if no business combination is effected;

​

​

•

the fact that the Sponsors currently hold 461,500 Private Placement Units, each unit consisting of one share of common stock and one-half of one redeemable warrant, which Private Placement Units were purchased at a price of $10.00 per unit, or an aggregate value of $4,615,000 and which have no redemption rights upon ROCG’s liquidation and will be worthless if no business combination is effected;

​

​

•

the fact that the Sponsors have entered into a sale and purchase agreement with Tigo, pursuant to which, Tigo has agreed to purchase 1,645,000 shares of ROCG common stock and 424,000 Private Placement Units in exchange for an amount equal to $2,300,000, such purchased equity to be cancelled on the books and records of ROCG at the effective time of the Merger, which sale would not take place of and will be worthless if the Business Combination is not consummated;

​

​

•

the fact that Roth, an affiliate of the Sponsors, has entered into an agreement (the “BCMA Termination Agreement”) to terminate the business combination marketing agreement, dated as of August 5, 2021 (the “BCMA”), by and among ROCG, Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC in exchange for the termination for the BCMA in exchange for up to 300,000 shares of ROCG common stock. Pursuant to the BCMA Termination Agreement, at the Closing, Roth will receive 100,000 shares of ROCG common stock plus a number of shares of ROCG common stock equal to the product of (x) the quotient of Equity Raised divided by $50.0 million, multiplied by (y) 200,000 with “Equity Raised” defined as the gross proceeds available to the Combined Company immediately after the Closing, consisting of (a) the gross proceeds received from a capital raising transaction involving the equity securities or equity-linked instruments of Tigo and (b) the amount remaining in the Trust Account after giving effect to redemptions. As of February 10, 2023, the 300,000 shares of ROCG common stock issuable pursuant to the BCMA Termination Agreement had a value of approximately $3.1 million based on the closing price of ROCG common stock on February 10, 2023 of $10.33 per share;

​

​

•

the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination within the Completion Window, the

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Sponsors have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

​

•

the fact that the Sponsors must repay the full amount of the expenses advanced by Tigo to extend the period for ROCG to consummate a Business Combination pursuant to the Promissory Note. As of February 10, 2023, the principal balance of the Promissory Note was $81,590.55;

​

​

•

the fact that the Sponsors currently hold an aggregate of 2,875,000 Founder Shares and 461,500 Private Placement Units. As of February 10, 2023, the Founder Shares had an aggregate market value of approximately $29.7 million and the Private Placement Units had an aggregate market value of approximately $4.8 million, based on a market price of $10.33 per share of ROCG common stock on February 10, 2023 and a market price of $10.4441 per Unit on February 10, 2023, respectfully;

​

​

•

the fact that, following the transactions contemplated by the Sale and Purchase Agreement and BCMA Termination Agreement, the Sponsors will have an aggregate of approximately $18.5 million at risk depending on the completion of the Business Combination, including (i) the receipt of $2.3 million in exchange for the securities sold to Tigo pursuant to the Sale and Purchase Agreement and (ii) holding an aggregate of 1,530,000 shares of ROCG common stock with aggregate market value of approximately $15.8 million as of February 10, 2023 and 37,500 Private Placement Units with aggregate market value of approximately $0.4 million as of February 10, 2023;

​

•

the continued indemnification of ROCG’s executive officers and directors and the continuation of ROCG’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination; and

​

​

•

the fact that in connection with the execution of the Merger Agreement, the Sponsors and ROCG’s executive officers and directors have agreed, for no consideration, not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Business Combination Proposal and such Founder Shares will be worthless if no business combination is effected by ROCG by July 10, 2023.

​

See “Interests of ROCG’s Sponsors, Directors and Officers in the Business Combination” for more information.

Q:

DID THE ROCG BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

​

A:

No. The ROCG Board did not obtain a fairness opinion with respect to the consideration to be paid in the Merger. Accordingly, investors will be relying solely on the judgment of the ROCG Board and ROCG’s advisors in valuing Tigo’s business. In analyzing the Business Combination, ROCG and its representatives and professional advisors conducted extensive due diligence on Tigo and the financial terms set forth in the Merger Agreement. Based on the foregoing, the ROCG Board unanimously determined that the Business Combination was fair and advisable to, and in the best interest of, ROCG and its stockholders. There can be no assurance, however, that the ROCG Board was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by the ROCG Board in approving the Business Combination, see the section entitled “The Business Combination —  Recommendation of the ROCG Board of Directors and Reasons for the Business Combination.”

​

The lack of a third-party fairness opinion may lead an increased number of stockholders to vote against the proposed Business Combination or seek to redeem their Public Shares for cash, which could potentially impact ROCG’s ability to consummate the Business Combination or adversely affect ROCG’s liquidity following the consummation of the Business Combination.

 

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Q:

WHY IS ROCG PROVIDING STOCKHOLDERS WITH THE OPPORTUNITY TO VOTE ON THE BUSINESS COMBINATION?

​

A:

We are seeking approval of the Business Combination for purposes of complying with our Existing Charter and applicable Nasdaq listing rules requiring stockholder approval of issuances of more than 20% of a listed company’s issued and outstanding common stock. In addition, pursuant to the Existing Charter, we must provide all public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of an initial business combination (as defined in our Existing Charter) either in conjunction with a tender offer or in conjunction with a stockholder vote to approve such initial business combination. If we submit an initial business combination to the stockholders for their approval, our Existing Charter requires us to conduct a redemption offer in conjunction with the proxy solicitation (and not in conjunction with a tender offer) pursuant to the applicable SEC proxy solicitation rules.

​

Q:

DO TIGO’S STOCKHOLDERS NEED TO APPROVE THE BUSINESS COMBINATION?

​

A:

Yes. Concurrently with the execution of the Merger Agreement, ROCG and the Supporting Tigo Stockholders (as defined herein) entered into the Support Agreement (as defined herein), a copy of which is attached as Annex E. Under the Support Agreement, each Supporting Tigo Stockholder agreed to, among other things, (i) vote at any meeting of the stockholders of Tigo or by written consent all of its Tigo common stock and/or Tigo preferred stock, as applicable, held of record or thereafter acquired in favor of the Business Combination and the adoption of the Merger Agreement; and (ii) be bound by certain transfer restrictions with respect to Tigo securities, in each case, on the terms and subject to the conditions set forth in the Support Agreement. The shares of Tigo capital stock that are owned by the Supporting Tigo Stockholders and subject to the Support Agreement represent approximately 80% of the outstanding shares of Tigo preferred stock as of December 6, 2022. The execution and delivery of written consents by all of the Supporting Tigo Stockholders will constitute the Tigo stockholder approval at the time of such delivery.

​

Q:

DO I HAVE REDEMPTION RIGHTS?

​

A:

If you are a holder of Public Shares, you have the right to demand that ROCG redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the ROCG IPO, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to ROCG to pay taxes) upon the Closing (“Redemption Rights”).

​

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of ROCG. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of ROCG.

Under ROCG’s Existing Charter, the Business Combination may be consummated only if ROCG has at least $5,000,001 of net tangible assets either immediately prior to or upon such consummation after giving effect to all redemption requests from holders of Public Shares that properly demand redemption of their shares for cash.

Q:

WILL MY VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

​

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

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Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

​

A:

If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that ROCG redeem your shares for cash prior to         a.m. Eastern Time, on         , 2023 (the second business day preceding the scheduled vote on the Business Combination Proposal) by (i) submitting a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that ROCG redeem their Public Shares for cash and (ii) delivering your Public Shares to the Transfer Agent physically or electronically using DTC’s Deposit and Withdrawal at Custodian (DWAC) system. Any holder of Public Shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $      , or $       per share, as of           , 2023, the ROCG Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to ROCG to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of ROCG’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

​

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting, and thereafter, with ROCG’s consent, until the Closing. If you deliver your shares for redemption to ROCG’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that ROCG’s transfer agent return the shares (physically or electronically).

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered to ROCG’s transfer agent as described herein, then, if the Business Combination is consummated, ROCG will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a ROCG stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Material Tax Consequences with respect to a Redemption of Public Shares” beginning on page 251.

​

Q:

IF I AM A PUBLIC WARRANT HOLDER, CAN I EXERCISE REDEMPTION RIGHTS WITH RESPECT TO MY PUBLIC WARRANTS?

​

​

A:

No. The holders of public warrants have no redemption rights with respect to such public warrants. However, if a holder of public warrants elects to exercise its redemption rights with respect to any Public Shares held by such holder, such exercise of redemption rights will not affect the holder’s entitlement to exercise its Public Warrants to purchase ROCG common stock in accordance with the procedures set forth herein. As of February 10, 2023, the aggregate market value of our Public Warrants was approximately $1.4 million based on the closing price of ROCG warrants on February 10, 2023 of $0.25 per warrant. Please see the section titled “Description of Capital Stock of the Combined Company-Warrants” for more information regarding the procedure to be followed by holders of Public Warrants that wish to exercise their Public Warrants and purchase shares of common stock.

​

Q:

DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

​

A:

No. The ROCG stockholders do not have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “ROCG’s Special Meeting of Stockholders — Appraisal Rights.”

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Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

​

​

A:

A total of $116.7 million in net proceeds of the ROCG IPO and a portion of the proceeds of the concurrent sale of the Private Placement Units was placed in the Trust Account following the ROCG IPO. As of January 31, 2023, approximately $24.4 million remains in the Trust Account, after giving effect to the redemptions in connection with the extension (the “Extension”) of ROCG’s Completion Window. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for the Combined Company’s working capital and general corporate purposes.

​

Q:

WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

​

A:

If the Business Combination is not consummated, Tigo will not become a wholly-owned subsidiary of ROCG and the Tigo stockholders will not receive any consideration for their shares of Tigo capital stock, and Tigo preferred stock will not be converted into Tigo common stock. See “The Merger Agreement — Termination” and “Risk Factors” beginning on page 243 and page 34, respectively.

​

Further, if ROCG does not complete the Business Combination with Tigo for whatever reason, ROCG could search for another target business with which to complete a business combination. If ROCG does not complete the Business Combination with Tigo or another target business by July 10, 2023 (unless otherwise extended in accordance with ROCG’s Existing Charter), ROCG must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to ROCG to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Sponsors have no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, their Founder Shares will have no value. Additionally, in the event a business combination is not effected in the Completion Window, the proceeds of the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the outstanding Public Shares, and the Private Placement Units will have no value.

​

Q:

HOW DO THE ROCG SPONSORS INTEND TO VOTE ON THE PROPOSALS?

​

​

A:

The Sponsors are entitled to vote an aggregate of 58.4% of the outstanding shares of ROCG common stock (which includes the Founder Shares and the Private Placement Units). As a result, we would not need any of our Public Shares to be voted in favor of any of the Proposals to have such Proposal approved. ROCG has entered into a letter agreement with the Sponsors, pursuant to which each agreed to vote all shares of ROCG common stock owned by them in favor of the Business Combination Proposal presented at the Special Meeting. In connection with the Merger Agreement, the Sponsor Parties (as defined the Sponsor Support Agreement) entered into the Sponsor Support Agreement which requires such parties to vote all shares of common stock, warrants and other equity interests in favor of the Business Combination Proposal and certain other proposals being presented at the Special Meeting. See “Other Agreements — Sponsor Support Agreement” for more information.

​

Q:

WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

​

​

A:

A majority of the voting power of the shares of stock entitled to vote at the Special Meeting must be present, in person (including presence at a virtual meeting) or represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsors who currently own 58.4% of the issued and outstanding shares of ROCG common stock, will count towards this quorum. As a result, we would not need any of our Public Shares to be present in order to constitute a quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the ROCG Record Date for the Special Meeting, 2,857,375 shares of ROCG common stock would be required to be present in person (including presence at a virtual meeting) or represented by proxy to achieve a quorum.

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xxii

 

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

​

A:

The Business Combination Proposal:   The approval of the Business Combination Proposal requires the affirmative vote of a majority of the shares of ROCG common stock present in person (including presence at a virtual meeting) or represented by proxy at the Special Meeting. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal, but an abstention from voting will have the same effect as a vote “AGAINST” such proposal. ROCG stockholders must approve the Business Combination Proposal in order for the Business Combination to occur.

​

The Charter Proposal:   The approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding shares of ROCG common stock. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Charter Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Charter Proposal will not be presented to the stockholders for a vote.

The Governance Proposal:   The approval of the Governance Proposal requires the affirmative vote of a majority of the shares of ROCG common stock, present in person (including presence at a virtual meeting) or represented by proxy. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as a broker non-vote with regard to the Governance Proposal, will have no effect on the Governance Proposal, but an abstention from voting will have the same effect as a vote “AGAINST” such proposal. The Business Combination is not conditioned on the approval of the Governance Proposal. If the Business Combination Proposal is not approved, the Governance Proposal will not be presented to the stockholders for a vote.

The Director Election Proposal:   The approval of the Director Election proposal requires the affirmative vote of a majority of the shares of ROCG common stock present in person (including presence at a virtual meeting) or represented by proxy. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as a broker non-vote with regard to the Director Election Proposal, will have no effect on the election of directors, but an abstention from voting will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Director Election Proposal. If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented to the stockholders for a vote.

The Nasdaq Proposal:   The approval of the Nasdaq Proposal requires the affirmative vote of a majority of the shares of ROCG common stock present in person (including presence at a virtual meeting) or represented by proxy. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal, but an abstention from voting will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote.

The Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the shares of ROCG common stock present in person (including presence at a virtual meeting) or represented by proxy. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as a broker non-vote with regard to the Equity Incentive Plan Proposal, will have no effect on the Equity Incentive Plan Proposal, but an abstention from voting will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Equity Incentive Plan Proposal. If the Business Combination Proposal is not approved, the Equity Incentive Plan Proposal will not be presented to the stockholders for a vote.

 

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The Adjournment Proposal:   The affirmative vote of a majority of the shares of common stock present in person (including presence at a virtual meeting) or represented by proxy is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (including presence at a virtual meeting) at the Special Meeting, as well as a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal, but an abstention from voting will have the same effect as a vote “AGAINST” such proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

ROCG has entered into the Sponsor Support Agreement with the Sponsors, pursuant to which each agreed to vote all shares of ROCG common stock owned by them in favor of the Business Combination Proposal and certain other proposals presented at the Special Meeting. The Sponsors are entitled to vote an aggregate of 58.4% of the outstanding shares of ROCG common stock. As a result, we would not need any of our Public Shares to be voted in favor of any of the Proposals to have such Proposal approved. See “Other Agreements — Sponsor Support Agreement” for more information.

Q:

WHAT DO I NEED TO DO NOW?

​

A:

ROCG urges you to read carefully and consider the information contained in this proxy statement/​prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder of ROCG. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

WHAT HAPPENS IF I SELL MY SHARES OF COMMON STOCK BEFORE THE SPECIAL MEETING?

​

A:

The ROCG Record Date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of ROCG common stock after the ROCG Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of ROCG common stock because you will no longer be able to tender them prior to the Special Meeting in accordance with the provisions described herein. If you transferred your shares of ROCG common stock prior to the ROCG Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

​

Q:

HOW DO I VOTE?

​

A:

If you are a holder of record of ROCG common stock on the ROCG Record Date, you may vote “in person” by virtual presence at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may also vote by telephone or Internet by following the instructions printed on the proxy card.

​

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank, or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (including presence at a virtual meeting), obtain a proxy from your broker, bank, or nominee.

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK, OR OTHER NOMINEE, WILL MY BROKER, BANK, OR OTHER NOMINEE VOTE MY SHARES FOR ME?

​

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank, or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank, or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to ROCG or by

​

 

xxiv

 

voting in person (including presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, or other nominee.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a ROCG stockholder holding your shares in “street name” and you do not instruct your broker, bank, or other nominee on how to vote your shares, your broker, bank, or other nominee will not vote your shares on the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Proposal, but will have no effect on the vote count for such other proposals.

Q:

WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

​

A:

For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (including presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

​

If you are a ROCG stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, or the Adjournment Proposal, your failure to vote will have the same effect as a vote “AGAINST” such proposal.

Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

​

A:

If you are a holder of record of ROCG common stock on the ROCG Record Date and you sign and return your proxy card without indicating how to vote on any particular Proposal, the common stock represented by your proxy will be voted “FOR” each of the Proposals presented at the Special Meeting.

​

Q:

MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

​

A:

Yes. If you are a holder of record of ROCG common stock on the ROCG Record Date, you may change your vote at any time before your proxy is exercised by doing any one of the following:

​

•

send another proxy card with a later date;

​

•

notify ROCG’s Secretary in writing before the Special Meeting that you have revoked your proxy; or

​

•

attend the Special Meeting and vote electronically by visiting and entering the control number found on your proxy card, voting instruction form or notice you previously received.

​

If you are a stockholder of record of ROCG and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to [•], and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than            on the day prior to the Special Meeting, or by voting online at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank, or other nominee to vote your shares of ROCG common stock, you must follow the directions you receive from your broker, bank, or other nominee in order to change or revoke your vote.

 

xxv

 

Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

​

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Combined Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of ROCG while ROCG searches for another target business with which to complete a business combination.

​

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

​

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ROCG shares.

​

Q:

WHO CAN HELP ANSWER MY QUESTIONS?

​

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact our proxy solicitor, Advantage Proxy:

​

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to ROCG’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004

 

xxvi

 

 

​

2

 

​

​

​

​

3

 

4

 

​

5

 

​

6

 

​

7

 

​

8

 

9

 

​

10

 

​

11

 

12

 

​

13

 

14

 

15

 

16

 

17

 

18

 

​

​

​

No Further Redemption(1)

​

​

50% Redemption(1)(2)

​

​

Maximum Redemption(1)(3)

​

ROCG public stockholders(4)

​

​

​

​

8,128,249

​

​

​

​

​

11.6%

​

​

​

​

​

6,939,124

​

​

​

​

​

10.1%

​

​

​

​

​

5,750,000

​

​

​

​

​

8.5%

​

​

Sponsors(5)

​

​

​

​

1,586,250

​

​

​

​

​

2.3%

​

​

​

​

​

1,586,250

​

​

​

​

​

2.3%

​

​

​

​

​

1,586,250

​

​

​

​

​

2.4%

​

​

Tigo Stockholders(6)

​

​

​

​

60,000,000

​

​

​

​

​

86.1%

​

​

​

​

​

60,000,000

​

​

​

​

​

87.6%

​

​

​

​

​

60,000,000

​

​

​

​

​

89.1%

​

​

Pro Forma Combined Company Common Stock

​

​

​

​

69,714,499

​

​

​

​

​

100.00%

​

​

​

​

​

68,525,374

​

​

​

​

​

100.00%

​

​

​

​

​

67,336,250

​

​

​

​

​

100.00%

​

​

19

 

​

​

​

No Further Redemption(1)

​

​

50% Redemption(1)(2)

​

​

Maximum Redemption(1)(3)

​

ROCG public stockholders(4)

​

​

​

​

8,128,249

​

​

​

​

​

10.9%

​

​

​

​

​

6,939,124

​

​

​

​

​

9.4%

​

​

​

​

​

5,750,000

​

​

​

​

​

7.9%

​

​

Sponsors(5)

​

​

​

​

1,586,250

​

​

​

​

​

2.1%

​

​

​

​

​

1,586,250

​

​

​

​

​

2.2%

​

​

​

​

​

1,586,250

​

​

​

​

​

2.2%

​

​

Tigo Stockholders(6)

​

​

​

​

59,583,334

​

​

​

​

​

79.7%

​

​

​

​

​

59,583,334

​

​

​

​

​

81.0%

​

​

​

​

​

59,583,334

​

​

​

​

​

82.4%

​

​

L1 Energy(7)

​

​

​

​

5,416,666

​

​

​

​

​

7.3%

​

​

​

​

​

5,416,666

​

​

​

​

​

7.4%

​

​

​

​

​

5,416,666

​

​

​

​

​

7.5%

​

​

Pro Forma Combined Company Common Stock

​

​

​

​

74,714,499

​

​

​

​

​

100.00%

​

​

​

​

​

73,525,374

​

​

​

​

​

100.00%

​

​

​

​

​

72,336,250

​

​

​

​

​

100.00%

​

​

​

​

​

20

 

Additional Dilution Sources(1)

​

​

Assuming No Further Redemption

​

​

% of Total

​

​

Assuming 50% Redemption(2)

​

​

% of Total

​

​

Assuming Maximum Redemption(3)

​

​

% of Total

​

Shares underlying ROCG Warrants(4)

​

​

​

​

5,768,750

​

​

​

​

​

7.7%

​

​

​

​

​

5,768,750

​

​

​

​

​

7.8%

​

​

​

​

​

5,768,750

​

​

​

​

​

8.0%

​

​

​

​

21

 

​

​

​

No Further Redemptions

​

​

Assuming 50% Redemptions(1)

​

​

Maximum Redemptions(2)

​

​

​

​

(shares in thousands)

​

​

​

​

Shares

​

​

Value Per Share(3)

​

​

Shares

​

​

value Per Share(4)

​

​

Shares

​

​

Value Per Share(5)

​

Base Scenario(6)

​

​

​

​

74,714

​

​

​

​

$

8.03

​

​

​

​

​

73,525

​

​

​

​

$

8.16

​

​

​

​

​

72,336

​

​

​

​

$

8.29

​

​

Excluding Sponsor Shares(7)

​

​

​

​

73,128

​

​

​

​

$

8.20

​

​

​

​

​

71,939

​

​

​

​

$

8.34

​

​

​

​

​

70,750

​

​

​

​

$

8.48

​

​

Exercising ROCG Warrants(8)(9)

​

​

​

​

68,946

​

​

​

​

$

8.70

​

​

​

​

​

67,757

​

​

​

​

$

8.86

​

​

​

​

​

66,568

​

​

​

​

$

9.01

​

​

​

​

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming no further redemptions. Where actual amounts are not known or knowable, the figures below represent Tigo and ROCG’s good faith estimate of such amounts assuming a Closing as of [           ], 2023.

Sources

​

​

​

​

​

​

​

​

Uses

​

​

​

​

​

​

​

($ in Millions)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ROCG Cash*

​

​

​

$

24.4

​

​

​

New Equity to Tigo

​

​

​

$

600.0

​

​

Cash from Tigo

​

​

​

​

44.0

​

​

​

Transaction Expenses

​

​

​

​

9.0

​

​

New Equity to Tigo

​

​

​

​

600.0

​

​

​

Purchase of ROCG Founder Shares

​

​

​

​

2.3

​

​

​

​

​

​

​

​

​

​

​

Cash to Balance Sheet

​

​

​

​

57.1

​

​

Total Sources

​

​

​

$

668.4

​

​

​

Total Uses

​

​

​

$

668.4

​

​

22

 

Sources

​

​

​

​

​

​

​

​

Uses

​

​

​

​

​

​

​

($ in Millions)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ROCG Cash

​

​

​

$

—

​

​

​

New Equity to Tigo

​

​

​

$

600.0

​

​

Cash from Tigo

​

​

​

​

44.0

​

​

​

Transaction Expenses

​

​

​

​

9.0

​

​

New Equity to Tigo

​

​

​

​

600.0

​

​

​

Purchase of ROCG Founder Shares

​

​

​

​

2.3

​

​

​

​

​

​

​

​

​

​

​

Cash to Balance Sheet

​

​

​

​

32.7

​

​

Total Sources

​

​

​

​

644.0

​

​

​

Total Uses

​

​

​

​

644.0

​

​

​

​

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 34. Such risks include, but are not limited to:

Risks Related to Tigo’s Business and Industry

•

If we are unable to achieve adequate revenue growth while our expenses increase, we may not achieve or maintain profitability in the future.

​

•

Demand for our solar energy solutions may not grow or may grow at a slower rate than we anticipate.

​

•

Developments in alternative technologies or improvements in other forms of distributed solar energy generation may have a material adverse effect on demand for our offerings.

​

•

The solar industry has historically been cyclical and experienced periodic downturns.

​

•

Our MLPEs may not achieve broader market acceptance.

​

•

We have in the past, and may in the future, face product liability lawsuits which, regardless of outcome, can be expensive to defend, divert the attention of management, and lead to reputational harm.

​

•

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

​

​

•

We anticipate substantial growth in revenue from our Energy Intelligence solution (“EI Solution”). Should a market fail to develop for our EI solution, our actual operating results may differ materially from the forecasted results.

​

Risks Related to Legal, Compliance and Regulations

•

Our business could be harmed by a reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications.

​

•

Our management has limited experience in operating a public company.

​

​

23

 

​

24

 

 

​

26

 

27