As Roth CH Acquisition works to transition to a non-SPAC shell company, it disclosed that it will voluntarily delist from the Nasdaq, effective April 25.
Roth had received notice from the exchange that it was not in compliance with listing requiremewnts to maintain at least 400 shareholders. Additionally, the SPAC had not met a Nasdaq requirement to conduct a shareholders meeting within 12 months of the fiscal year ended 2022.
Following the delisting, Roth CH expects to have its Class A shares, units and warrants quoted on the OTC. The SPAC warned there is no guarantee that a broker will continue to make a market in the company’s securities or that trading will continue.
Roth CH shareholders are expected to vote tomorrow on the SPAC’s proposed liquidation and transition to a non-SPAC shell company.
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.
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.
