Roth CH Acquisition V in a regulatory filing said it amended terms of its deal with New Era Helium to extend the outside date to 270 days after the date of the merger agreement.
The structure of the business combination was changed such that: the SPAC will merge with and into a newly formed Nevada corporation named Roth CH V Holdings, a wholly owned subsidiary of Roth, and will be the survivor of the initial merger.
The closing condition requiring a raise of at least $45 million in a private placement to fund new plant construction has been removed. The parties also eliminated a closing condition that certain indebtedness of the company be converted into shares of common stock.
The parties announced the deal in January at a pre-money valuation of $90 million. New Era Helium is an exploration and production company that sources helium produced in association with the production of natural gas reserves in North America.
Terms call for the issuance of 9 million shares to New Era Helium, plus 1 million earnout shares in two equal tranches if certain financial milestones are reached.
If the deal is approved, upon closing New Era Helium is expected to list on the Nasdaq.
Roth CH V raised nearly $117 million in a December 2021 IPO. The SPAC said it had reviewed more than 50 potential targets before reaching an agreement with New Era Helium. Read more.
