Roth CH Acquisition said it convened ad adjourned a shareholders meeting until April 17, when a vote is set to determine the SPAC’s proposed liquidation and transition to a non-SPAC shell company.
The meeting was adjourned to allow the company additional time to complete its OTC listing.
If approved, after subtracting for taxes and up to $100,000 for dissolution expenses, the SPAC will distribute the remaining cash in the trust account to shareholders and also permit shareholders to retain 10% of their shares. The transfer agent intends to process both the redemption in connection with the proposal and the automatic 90% redemption of the public shares at the same time. It is anticipated that this will occur within 2-3 weeks.
Shareholders who redeem in connection with the proposal will not retain any public shares and shareholders who participate in the 90% redemption will retain 10% of their shares.
The company said it may continue to accept requests for redemption reversals.
Jan. 29 was the company’s initial liquidation date.
“The company has been unable as a SPAC to consummate an initial business combination as originally described in the Articles of Association and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity,” Roth CH said in a February filing. “The company’s board of directors and management has determined that it would be in the best interest of shareholders to approve the amendment to allow holders to continue to retain their shares and participate in a transaction that the company may potentially enter into in the future.”
This move follows a similar decision by Northern Star II, which last month liquidated its trust and re-organized as a non-SPAC corporate entity to continue searching for a deal.
Roth CH (formerly TKB Critical Technologies 1) had 7,794,236 Class A shares outstanding and 75,000 Class B shares as of December. TKB Critical originally raised $230 million in an October 2021 IPO. The sponsor holdings were sold to Roth CH last June. Read more.
