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As filed with the U.S. Securities and Exchange Commission on December 7, 2020July 23, 2021

Registration No. 333-250937

333-257610

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROTH CH ACQUISITION II CO.*

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)

Charter)

Delaware
6770
83-3584204

Delaware

7900

83-3584204

(State or other jurisdiction of


incorporation or organization)

(Primary Standard Industrial


Classification Code Number)

(I.R.S. Employer


Identification Number)No.)

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(949) 720-5700

(Address, including zip code,Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of registrant’s principal executive offices)

Registrant’s Principal Executive Offices)

Gordon Roth

Chief Financial Officer

Roth CH Acquisition II Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(949) 720-5700

(Name, address, including zip code,Address, Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of agentAgent for service)Service)

Copies to:

Mitchell S. Nussbaum
David Alan Miller
Giovanni CarusoJeffrey Gallant

Mitchell Nussbaum, Esq.
Norwood P. Beveridge, Jr., Esq.
Andrei Sirabionian, Esq.
Loeb & Loeb LLP

Graubard Miller

345 Park Avenue
405 Lexington Avenue

New York, NY 10154
Phone: (212) 407-4000

David S. Huntington, Esq.
Jeffrey D. Marell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, 10154NY 10019
Tel: (212) 373-3000

New York, New York 10174
(212) 407-4000(212) 818-8800
(212) 407-4990 — Facsimile(212) 818-8881 — Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable

From time to time after the closing of this offering.

effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please 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(c) 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, or a smaller reporting company or an 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. (Check one):

Large accelerated filer¨

Accelerated filer¨

Non-accelerated filerx

Smaller reporting companyx

Emerging growth companyx

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. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security being registered Amount
Being
Registered
  Proposed
Maximum
Offering
Price per
Security (1)
  Proposed
Maximum
Aggregate
Offering Price
(1)(2)
  Amount of
Registration
Fee
 
Units, each consisting of one share of common stock,
$0.0001 par value, and one half of one redeemable
warrant(2)
  11,500,000  $10.00  $115,000,000  $12,546.50 
Shares of common stock, $0.0001 par value, included
as part of the units
  11,500,000         (3)
Warrants included as part of the units  5,750,000         (3)
Shares underlying warrants  5,750,000   11.50   66,125,000   7,214.24 
Total         $181,125,000(4) $19,760.74(5) 

Title of Each Class of
Security Being Registered(1)

Amount Being
Registered(2)

Proposed Maximum
Offering Price Per
Security

Proposed Maximum
Aggregate Offering
Price

Amount of
Registration Fee(4)

Shares of Common Stock, $0.0001 par value (“Common Stock”)

59,714,705

$9.74(3)

$580,083,115 (2)

$63,287.07

(1)

Estimated

All securities being registered will be issued by Roth CH Acquisition II Co., a Delaware corporation (“ROCC”), in connection with ROCC’s previously announced initial business combination (the “Business Combination”) with Roth CH II Merger Sub Corp. (“Merger Sub”) and Reservoir Holdings, Inc. (“Reservoir”), pursuant to which Merger Sub will merge with and into Reservoir with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC and ROCC will issue an aggregate of 44,714,705 shares (the “Merger Consideration Shares”) of Common Stock to the existing stockholders of Reservoir.

(2)

Represents the resale of the Merger Consideration Shares and 15,000,000 shares of Common Stock that will be issued to certain institutions and accredited investors in a private placement (the “PIPE Investment”) upon the closing of the Business Combination. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(3)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, pursuant to Rule 457(o) under the Securities Actproposed maximum offering price is $9.74, which is the average of 1933, as amended.

(2)Includes (A) the aggregatehigh and low prices of 10,000,000 units to be issued to public stockholders in the public offering, and 1,500,000 units which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any; and (B) shares of common stockROCC Common Stock on July 22, 2021 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and warrants underlying such units.Exchange Commission (the “SEC”)) on The Nasdaq Capital Market.

(3)

(4)

No

$59,027.53 of such fee pursuant to Rule 457(g).

(4)An additional indeterminate amount of securities are being registered hereby to be offered solely for certain market making transactions, by affiliates of the Registrant. Pursuant to Rule 457(q) under the Securities Act, no additional filing fee is required.
(5)$12,546.50was previously paid. $4,259.54 paid herewith.

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

EXPLANATORY NOTE

This Registration Statement contains a prospectus relating to the initial public offering of units of Roth CH Acquisition II Co. for $10.00 per unit, consisting of one share of common stock and one-half of one redeemable warrant. This Registration Statement also contains a prospectus relating to the offer and sales of units of Roth CH Acquisition II Co. in connection with certain market making transactions that may be effected by Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC in the secondary market for 30 days following the date of this prospectus. The complete prospectus relating to the initial public offering of our units (the “IPO Prospectus”) follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with the remainderSecurities Act, may determine.

*

Upon the closing of the Business Combination, the name of Roth CH Acquisition II Co. is expected to change to Reservoir Media, Inc.

Table of the prospectus as modified as indicated below, the “Market Making Prospectus”), including an alternate front and back cover page, an alternate table of contents and alternate sections entitled “Summary — The Offering,” “Use of Proceeds” and “Plan of Distribution.” Each of such alternate pages has been marked “Alternate Page for Market Making Prospectus.” The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled “Risk Factors — Our initial stockholders paid an aggregate of $25,000, or approximately $0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of common stock.,” “Risk Factors — The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry.,” “Dilution,” “Capitalization,” and “Underwriting (Conflict of Interest).” All other sections of the IPO Prospectus are to be used in the Market Making Prospectus.

The information contained in this preliminary prospectus is not complete and may be changed. WeThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary 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 PROSPECTUS   SUBJECT TO COMPLETION   DATED JULY 23, 2021

ROTH CH ACQUISITION II CO.

59,714,705 Shares

Common Stock

This prospectus relates to the resale from time to time of common stock, $0.0001 par value per share, of Reservoir Media, Inc. (“Common Stock”) issued pursuant to the terms of (i) that certain Agreement and Plan of Merger, dated as of April 14, 2021 (the “Merger Agreement”), by and among Roth CH Acquisition II Co. (“ROCC”), Roth CH II Merger Sub Corp. (“Merger Sub”) and Reservoir Holdings, Inc. (“Reservoir” or “RHI”), and (ii) those certain subscription agreements entered into in connection with the Merger Agreement. In connection with the transactions contemplated by the Merger Agreement, Merger Sub has merged with and into Reservoir (the “Business Combination”) on or about the date of effectiveness of the registration statement of which this prospectus forms a part. Upon consummation of the Business Combination described herein, ROCC was renamed Reservoir Media, Inc. (“RMI”).

As described herein, the selling securityholders named in this prospectus or their permitted transferees (collectively, the “Selling Stockholders”) may sell from time to time up to 59,714,705 shares of RMI’s Common Stock that were issued to the existing stockholders of Reservoir pursuant to the Merger Agreement and to certain institutions and accredited investors in connection with the closing of the Business Combination (the “PIPE Investment”).

We will bear all costs, expenses and fees in connection with the registration of RMI’s Common Stock and will not receive any proceeds from the sale of RMI’s Common Stock. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of RMI’s Common Stock.

Upon the consummation of the Business Combination, RMI’s Common Stock and warrants began trading on The Nasdaq Capital Market (“Nasdaq”) under the symbols “RSVR” and “RSVRW,” respectively.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in RMI’s Common Stock is highly speculative and involves a high degree of risk. See “Risk Factors.”

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of RMI’s Common Stock or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2021

Table of Contents

TABLE OF CONTENTS

Page

About this Prospectus

1

Frequently Used Terms

1

Cautionary Note Regarding Forward-Looking Statements

4

Prospectus Summary

6

Selected Historical Financial Information of RHI

10

Risk Factors

11

Use of Proceeds

29

Unaudited Pro Forma Condensed Combined Financial Information

30

RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

44

Description of RHI’s Business

66

Management of the Combined Company

82

Executive Compensation

89

Principal Stockholders

94

Certain Relationships and Related Party Transactions

98

Description of Capital Stock

102

Selling Stockholders

105

Plan of Distribution

115

Experts

117

Legal Matters

117

Where You Can Find More Information

117

Index to Financial Statements

F-1

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Stockholders may sell up to 59,714,705 shares of RMI’s Common Stock from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of RMI’s Common Stock by the Selling Stockholders.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the RMI’s Common Stock, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Stockholders will not make an offer to sell RMI’s Common Stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

FREQUENTLY USED TERMS

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 7, 2020

$100,000,000 

ROTH CH ACQUISITION II CO. 

10,000,000 UNITS

Unless otherwise stated in this prospectus, the terms “we,” “us,” “our” or “ROCC” refer to Roth CH Acquisition II Co., which wea Delaware corporation. In addition, in this prospectus:

Charter” means RMI’s second amended and restated certificate of incorporation;
Closing” means the closing of the Business Combination;
Code” means the Internal Revenue Code of 1986, as amended;
Combined Company” means ROCC following the consummation of the Business Combination, as a result of which Reservoir became a wholly-owned subsidiary of ROCC and ROCC was renamed “Reservoir Media, Inc.”;
Craig-Hallum” means Craig-Hallum Capital Group LLC, a joint lead book-running managing underwriter in connection with the IPO;
Effective Time” means the effective time of the Business Combination;

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Exchange Act” means the Securities Exchange Act of 1934, as amended;
Founder Shares” means the outstanding shares of ROCC Common Stock held by the Sponsor, certain executive officers and directors of ROCC and affiliates of our management team as of the date of this prospectus;
GAAP” means generally accepted accounting principles in the United States;
Initial Stockholders” means, collectively, the Sponsor, CR Financial Holdings, Inc., certain executive officers and directors of ROCC and affiliates of our management team who hold the Founder Shares and the Private Units as of the date of the Merger Agreement;
IPO” means ROCC’s initial public offering consummated on December 15, 2020;
JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;
Merger Agreement” means the agreement and plan of merger, dated as of April 14, 2021, by and among ROCC, Merger Sub and Reservoir;
Merger Consideration Shares” means 44,714,705 shares of the Combined Company’s common stock to be issued as part of the consideration for the Business Combination (not including 1,494,873 shares representing options to purchase shares of the Combined Company’s Common Stock assumed in the Business Combination);
Merger Sub” means Roth CH II Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCC;
Nasdaq” means the Nasdaq Stock Market LLC;
New Senior Credit Facility” means credit facilities in an aggregate amount of up to $248,750,000 entered into in connection with the consummation of the Business Combination to refinance the existing senior secured revolving credit facility of Reservoir Media Management;
PIPE Investment” refers to the issuance and sale of shares of newly issued ROCC Common Stock in a private placement transaction for a purchase price of $10.00 per share for an aggregate commitment of $150,000,000 concurrent with the Business Combination;
Private Units” means the ROCC Units sold to the Initial Stockholders concurrently with the consummation of the IPO;
Public Shares” means ROCC Common Stock underlying the ROCC Units sold in the IPO;
Public Units” means the ROCC Units sold in the IPO;
Public Warrants” means warrants underlying the ROCC Units sold in the IPO;
Record Date” means July 7, 2021;
Reservoir” or “RHI” means Reservoir Holdings, Inc., a Delaware corporation;
Reservoir Common Stock” means common stock of Reservoir, par value $0.00001 per share;

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Reservoir Media Management” means Reservoir Media Management, Inc., a Delaware corporation and a wholly-owned subsidiary of Reservoir;
Reservoir Preferred Stock” means Series A preferred stock of Reservoir, par value $0.00001 per share;
ROCC” means Roth CH Acquisition II Co., a Delaware corporation;
ROCC Board” means the board of directors of ROCC;
ROCC Common Stock” means common stock of ROCC, $0.0001 par value per share;
ROCC Unit” means a unit consisting of one share of ROCC Common Stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of ROCC Common Stock at $11.50 per share;
ROCC Warrants” means warrants of ROCC exercisable to purchase ROCC Common Stock;
Roth” means Roth Capital Partners, LLC, a joint lead book-running managing underwriter in connection with the IPO;
SEC” means the Securities and Exchange Commission;
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;
Sponsor” means CHLM Sponsor-1 LLC, a Delaware limited liability company; and
Trust Account” means the trust account of ROCC, which held the net proceeds of the IPO and the sale of the Private Units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, including statements with respect to the anticipated timing, completion and effects of the Business Combination and the financial condition, results of operations, earnings outlook and prospects of ROCC and/or Reservoir and may include statements for the period(s) following the consummation of the Business Combination. Forward- looking statements are based on the current expectations and beliefs of the management of ROCC and Reservoir, as applicable, and are inherently subject to a number of risks, uncertainties and assumptions, and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual financial condition, results of operations, earnings and/or prospects to be materially different from those expressed or implied by these forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In addition, forward-looking statements are typically identified by words such as “we,“plan,“us” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The risks, uncertainties and/or “our company,assumptions include, but are not limited to, those described in “Risk Factors, those discussed and identified in public filings made with the SEC by ROCC and the following:

expectations regarding Reservoir’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures;
Reservoir’s ability to invest in growth initiatives and pursue acquisition opportunities;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the outcome of any legal proceedings that may be instituted against ROCC or Reservoir following announcement of the Merger Agreement and the transactions contemplated therein;
the inability to obtain or maintain the listing of RMI’s Common Stock on Nasdaq following the consummation of the Business Combination;
the risk that the announcement and consummation of the Business Combination disrupts Reservoir’s current plans and operations;
the ability to achieve the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Reservoir to grow and manage growth profitably and retain its key employees;
costs related to the Business Combination;
limited liquidity and trading of ROCC’s securities;
geopolitical risk and changes in applicable laws or regulations;
the possibility that ROCC and/or Reservoir may be adversely affected by other economic, business and/or competitive factors;
risks relating to the uncertainty of the projected financial information with respect to Reservoir;

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risks related to the organic and inorganic growth of Reservoir’s business and the timing of expected business milestones;
risk that the COVID-19 pandemic, and local, state and federal responses to addressing the COVID-19 pandemic, may have an adverse effect on our and Reservoir’s business operations, as well as our and their financial condition and results of operations; and
litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Reservoir’s resources.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of ROCC and/or Reservoir prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this prospectus and attributable to ROCC, Reservoir or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, ROCC and Reservoir undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of RMI’s Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in RMI’s Common Stock, you should read the entire prospectus carefully, including “Risk Factors” and the financial statements of ROCC and Reservoir and related notes thereto included elsewhere in this prospectus.

Parties to the Business Combination

ROCC

ROCC is a Delaware blank check company incorporated in Delaware and formedestablished for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combinationtransaction with one or more businesses or entities, whichentities.

On December 15, 2020, we referconsummated the IPO of 11,500,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $115,000,000. Simultaneously with the consummation of the IPO, we consummated the sale of 275,000 Private Units in a private placement transaction to throughout this prospectus as our “initialthe Initial Stockholders, generating gross proceeds of $2,750,000.

After deducting the underwriting discounts, offering expenses and commissions from the IPO and the sale of the Private Units, a total of $115,000,000 of the net proceeds from the IPO and the sale of the Private Units was deposited into the Trust Account established for the benefit of the holders of the Public Shares, and the remaining proceeds became available to be used to provide for business, combination.” Although we are not limitedlegal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

In accordance with the ROCC’s amended and restated certificate of incorporation, the amounts held in the Trust Account were only to a particular industrybe used by ROCC upon the consummation of the Business Combination or geographic region for purposes of consummating an initial business combination, except that there can be released to ROCC, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account was released upon the consummation of the Business Combination.

Merger Sub

ROCC Merger Sub Inc., was a wholly-owned subsidiary of ROCC, incorporated in the State of Delaware on September 16, 2020 to consummate the Business Combination. Merger Sub merged with and into Reservoir upon the consummation of the Business Combination, with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC.

Reservoir

Reservoir is one of the world’s leading independent music companies based in New York with offices in Los Angeles, Nashville, Toronto, London and Abu Dhabi. Reservoir holds a regular Top 10 U.S. Market Share according to Billboard’s Publishers Quarterly, was twice named Publisher of the Year by Music Business Worldwide’s The A&R Awards in 2017 and 2019, won Independent Publisher of the Year at the 2020 Music Week Awards and is nominated again for the same category in 2021. It operates a music publishing business, a record label, a management business and a rights management society in the Middle East. Reservoir’s publishing catalog includes historic pieces written and performed by greats like Billy Strayhorn, Hoagy Carmichael and John Denver. Reservoir’s stable of active songwriters, including James Fauntleroy, Ali Tamposi and Jamie Hartman, have contributed to current award-winning hits performed by the likes of Justin Bieber, Ariana Grande, Camila Cabello, Bruno Mars, John Legend, Lizzo and more.

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Reservoir’s music publishing business contributed approximately $67 million to its revenues for the year ended March 31, 2021, representing approximately 83% of its revenues. Reservoir now represents over 130,000 copyrights with titles dating back as far as 1900 and hundreds of #1 releases worldwide. The music is at the heart of everything Reservoir does and, as such, its M&A practice and its active songwriter business is committed to both catalog acquisition and expansion of the roster strategically, driven by the quality of the music.

Reservoir’s recorded music business is home to Chrysalis Records and Philly Groove Records representing artists like The Delfonics, Sinead O’Connor and Generation X. Its recorded music business contributed approximately $12 million to its revenues for the year ended March 31, 2021, representing approximately 15% of its revenues. Reservoir looks at its recorded music business as one that is poised for growth and ingestion of new master recordings through its M&A practice.

The mailing address of Reservoir’s principal executive office is 75 Varick Street, 9th Floor, New York, New York 10013, and its telephone number is (212) 675-0541.

See “Description of RHI’s Business,” “RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management of the Combined Company.”

The Business Combination and the Merger Agreement

On April 14, 2021, ROCC, Merger Sub and Reservoir entered into the Merger Agreement, pursuant to which a business combination between ROCC and Reservoir was effected through the merger of Merger Sub with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC (the “Surviving Subsidiary”).

Immediately prior to the Effective Time, each share of Reservoir Preferred Stock, that was issued and outstanding immediately prior to the Effective Time was automatically converted immediately prior to the Effective Time into a number of shares of Reservoir Common Stock, at the then-effective conversion rate as calculated pursuant to Reservoir’s certificate of incorporation (the “Reservoir Preferred Stock Conversion”). All of the shares of Reservoir Preferred Stock converted into shares of Reservoir Common Stock pursuant to the Reservoir Preferred Stock Conversion are no longer outstanding and ceased to exist, and each holder of Reservoir Preferred Stock thereafter ceased to have any rights with respect to such shares of Reservoir Preferred Stock.

At the Effective Time and following the Reservoir Preferred Stock Conversion, by virtue of the Business Combination and without any action on the part of ROCC, Merger Sub, Reservoir or the holders of any of the securities thereof:

each share of Reservoir Common Stock (including Reservoir Common Stock resulting from the Company Preferred Stock Conversion) that was issued and outstanding immediately prior to the Effective Time (other than the shares of Reservoir Common Stock held in the treasury of Reservoir) was canceled and converted into the right to receive the number of shares of ROCC Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”);
each share of Reservoir Common Stock held in the treasury of Reservoir was cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;
each share of common stock of Merger Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.00001 per share, of the Surviving Subsidiary; and

each option to acquire a share of Reservoir Common Stock pursuant to the Reservoir Holdings, Inc. 2019 Long Term Incentive Plan, dated as of April 23, 2019 (a “Reservoir Option”), that was outstanding immediately prior to the Effective Time was converted into an option to purchase a number of shares of ROCC Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Reservoir Common Stock subject to such Reservoir Option immediately prior to the Effective Time and (y) the

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Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Reservoir Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio; provided, however, that the exercise price and the number of shares of ROCC Common Stock purchasable pursuant to the Exchanged Options was determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of ROCC Common Stock purchasable pursuant to such option was determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided, further, that, except as specifically provided above, following the Effective Time, each Exchanged Option continued to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Reservoir Option immediately prior to the Effective Time.

For purposes of this “— The Business Combination and the Merger Agreement”:

“Effective Time Enterprise Valuation” means $637,462,160 plus (i) the amount of the purchase price paid or payable by Reservoir or its subsidiaries for each acquisition after February 15, 2021 and prior to the Effective Time (excluding any portion of each such purchase price consisting of earn-out or contingent payments) minus (ii) the aggregate amount of all indebtedness incurred by Reservoir or its subsidiaries in connection with such acquisitions not to exceed $150,000,000 in the aggregate.
“Exchange Ratio” means an amount equal to the quotient of the Total Consideration Share Amount divided by Reservoir’s fully diluted share count (inclusive of the Reservoir Common Stock, Reservoir Preferred Stock and options).
“Total Consideration” means the (i) Effective Time Enterprise Valuation plus (ii) the aggregate exercise prices that would be paid to Reservoir if all of the Reservoir Options that were outstanding as of immediately prior to the Effective Time were exercised in full immediately prior to the Effective Time minus (iii) the total amount of the Reservoir’s indebtedness (excluding any indebtedness incurred by Reservoir in connection with making certain interim acquisitions) as of the closing date of the Business Combination minus the cash held by Reservoir and its subsidiaries as of the closing date of the Business Combination.
“Total Consideration Share Amount” means a number of shares of ROCC Common Stock equal to (a) the Total Consideration divided by (b) $10.00.

Contemporaneously with the execution of the Merger Agreement, the holders of 100% of Reservoir Common Stock and the Reservoir Preferred Stock provided their unanimous written consent pursuant to which such holders approved the Reservoir Preferred Stock Conversion, the Merger Agreement, the Business Combination and the other transactions contemplated by the Merger Agreement, in accordance with applicable law and Reservoir’s organizational documents.

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THE OFFERING

Issuer

Roth CH Acquisition II Co., renamed Reservoir Media, Inc. in connection with the Business Combination.

Shares that may be offered and sold from time to time by the Selling Stockholders named herein

59,714,705 shares of Common Stock.

ROCC Common Stock issued and outstanding prior to the consummation of the Business Combination and any exercise of warrants

14,650,000 shares of ROCC Common Stock.

RMI’s Common Stock issued and outstanding immediately following the consummation of the Business Combination (assuming no redemptions and excluding shares issuable upon exercise of outstanding warrants)(1)

74,364,705 shares of RMI’s Common Stock.

Use of proceeds

All of the shares of RMI’s Common Stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales.

Symbol on The Nasdaq Capital Market

“RSVR”.

Risk Factors

Investing in RMI’s Common Stock involves a high degree of risk. See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in RMI’s Common Stock.

(1)Represents the number of shares of ROCC Common Stock outstanding at the Closing assuming that none of ROCC’s public stockholders exercise their redemption rights in connection with the special meeting of the ROCC’s stockholders.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF RHI

The following tables set forth certain selected historical consolidated financial information of Reservoir as of and for the years ended March 31, 2021 and 2020. The selected historical consolidated financial information as of and for the years ended March 31, 2021 and 2020 has been derived from, and should be read together with, Reservoir’s consolidated financial statements, including the accompanying notes, as of such dates and for such years, contained elsewhere in this prospectus. Reservoir’s results of operations and financial condition presented below do not purport to be indicative of its results of operations or financial condition as of any future date or for any future period.

The selected historical consolidated financial information should be read in conjunction with “RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Reservoir’s consolidated financial statements, in each case, including the accompanying notes, contained elsewhere in this prospectus.

Year Ended

March 31,

(in thousands)

    

2021

    

2020

Income Statement Data:

 

  

 

  

Revenues

$

81,778

$

63,239

Total costs and expenses

 

62,107

 

47,761

Operating income

 

19,671

 

15,477

Income before income taxes

 

12,790

 

14,210

Income tax expense

 

2,454

 

4,199

Net income

 

10,336

 

10,011

Net (income) / loss attributable to noncontrolling interests

 

(47)

 

47

Net income attributable to Reservoir

 

10,289

 

10,058

Total comprehensive income

 

16,818

 

8,029

Total comprehensive income attributable to Reservoir

 

16,771

$

8,076

Cash Flow Data:

 

 

  

Net cash provided by operating activities

$

16,247

$

11,882

Net cash (used for) investing activities

 

(120,147)

 

(107,806)

Net cash provided by financing activities

 

47,220

 

147,030

As of

March 31,

(in thousands)

    

2021

    

2020

Balance Sheet Data:

 

  

 

  

Cash and cash equivalents

$

9,210

$

58,240

Total assets

 

463,944

 

396,591

Loans and secured notes payable

 

211,532

 

171,785

Total liabilities

 

267,959

 

225,499

Total shareholders’ equity

 

195,985

 

171,092

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating an investment in RMI’s Common Stock. The following risk factors apply to the business and operations of Reservoir and also apply to the business and operations of the Combined Company following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Business Combination. We may face additional risks and uncertainties that are not presently known to us or that we intendcurrently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.

Risks Related to focusReservoir’s Business and Operations

Reservoir’s business, cash flows, financial condition and results of operations are expected to continue to be adversely impacted by the COVID-19 pandemic.

The COVID-19 pandemic has had and will have an adverse effect on businessesReservoir’s business, cash flows, financial condition and results of operations.

While physical revenue streams — physical revenue in Reservoir’s recorded music business (the “Recorded Music business”) and mechanical revenue in Reservoir’s music publishing business (the “Music Publishing business”) — have declined significantly over the last decade, the virus outbreak has resulted in declines in Reservoir’s physical revenue streams related to disruptions in manufacturing and physical supply chains, the mandated closure of physical retailers, the requirement that people stay in their homes and Reservoir’s decisions to delay the release of new recordings from artists with a more physical consumer base.

Stay at home orders, limited indoor and outdoor gatherings and other restrictions have negatively affected Reservoir’s business in other ways. The COVID-19 pandemic has suspended live concert tours, adversely impacting Reservoir’s concert promotion business and its sale of tour merchandise. It has made it more difficult for artists to engage in marketing efforts around the release of their primarynew recordings which, in some cases, has led to Reservoir’s decisions to delay the release of those recordings. It has delayed the release of new recordings by impeding the types of collaboration among artists, songwriters, producers, musicians, engineers and studios which are necessary for the delivery of those recordings. The cessation or significant delay in the production of motion pictures and television programs has negatively affected licensing revenue in Reservoir’s Recorded Music business and synchronization revenue in Reservoir’s Music Publishing business.

It has been widely reported that advertisers have reduced their advertising spend as a result of the COVID-19 pandemic. Reservoir expects this will result in a corresponding decline in licensing revenue and, to a lesser extent, ad-supported digital revenue in its Recorded Music business and synchronization, performance and ad-supported digital revenue in its Music Publishing business.

The severity and the duration of the COVID-19 pandemic is difficult to predict but it is expected that the COVID-19 pandemic will continue to materially and adversely affect the global economy, creating risks around the timing and collectability of Reservoir’s accounts receivable and leading to a decline in consumer discretionary spending which, in turn, could have a negative impact on Reservoir’s business, cash flows, financial condition and results of operations. To the extent the COVID-19 pandemic adversely affects Reservoir’s business, cash flows, financial condition or results of operations, it may also have the effect of heightening other risks described in this section.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 virus and around the imposition or relaxation of protective measures, Reservoir cannot at this time reasonably estimate the impact to its future business, cash flows, financial condition and results of operations.

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Reservoir may be unable to compete successfully in the highly competitive markets in which it operates and may suffer reduced profits as a result.

The industries in which Reservoir operates are highly competitive, have experienced ongoing consolidation among major music entertainment companies and are driven by consumer preferences that are rapidly changing. Furthermore, they require substantial human and capital resources. Reservoir competes with other recorded music companies and music publishing companies to identify and sign new recording artists and songwriters with the potential to achieve long-term success and to enter into and renew agreements with established recording artists and songwriters. In addition, Reservoir’s competitors may from time to time increase the amounts they spend to discover, or to market and promote, recording artists and songwriters or reduce the prices of their music in an effort to expand market share. Reservoir may lose business if it is unable to sign successful recording artists or songwriters or to match the prices of the music offered by its competitors. Reservoir’s Recorded Music business competes not only with other recorded music companies, but also with recording artists who may choose to distribute their own works (which has become more practicable as music is distributed online rather than physically) and companies in other industries (such as Spotify) that may choose to sign direct deals with recording artists or recorded music companies. Reservoir’s Music Publishing business competes not only with other music publishing companies, but also with songwriters who publish their own works and companies in other industries that may choose to sign direct deals with songwriters or music publishing companies. Reservoir’s Recorded Music business is to a large extent dependent on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments. For example, Reservoir’s Recorded Music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer file sharing, by an inability to enforce Reservoir’s intellectual property rights in digital environments and by a failure to further develop successful business models applicable to a digital environment. The Recorded Music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures and video games in physical and digital formats.

Reservoir’s prospects and financial results may be adversely affected if Reservoir fails to identify, sign and retain recording artists and songwriters and by the existence or absence of superstar releases.

Reservoir is dependent on identifying, signing and retaining recording artists with long-term potential, whose debut music is well received on release, whose subsequent music is anticipated by consumers and whose music will continue to generate sales as part of Reservoir’s catalog for years to come. The competition among record companies for such talent is intense. Competition among record companies to sell and otherwise market and promote music is also intense. Reservoir is also dependent on signing and retaining songwriters who will write the hit songs of today and the classics of tomorrow. Reservoir’s competitive position is dependent on its continuing ability to attract and develop recording artists and songwriters whose work can achieve a high degree of public acceptance and who can timely deliver their music to us. Reservoir’s prospects and financial results may be adversely affected if it is unable to identify, sign and retain such recording artists and songwriters under terms that are economically attractive to it. Reservoir’s prospects and financial results may also be affected by the existence or absence of superstar recording artist releases during a particular period. Some music entertainment industry observers believe that the number of superstar recording acts with long-term appeal, both in terms of catalog sales and future releases, has declined in recent years. Additionally, Reservoir’s prospects and financial results are generally affected by the appeal of its recorded music and music publishing catalogs to consumers.

Reservoir’s business operations in some foreign countries subject it to trends, developments or other events which may adversely affect its results of operations.

Reservoir is a global company with strong local presences, which have become increasingly important as the popularity of music originating from a country’s own language and culture has increased in recent years. Reservoir’s mix of national and international recording artists and songwriters is designed to provide a significant degree of diversification. However, Reservoir’s music does not necessarily enjoy universal appeal and, if it does not continue to appeal in various countries, Reservoir’s results of operations could be adversely impacted. As a result, Reservoir’s

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results of operations can be affected not only by general industry trends, but also by trends, developments or other events in individual countries, including:

limited legal protection and enforcement of intellectual property rights;
restrictions on the repatriation of capital;
fluctuations in interest and foreign exchange rates;
differences and unexpected changes in regulatory environment, including environmental, health and safety, local planning, zoning and labor laws, rules and regulations;
varying tax regimes which could adversely affect Reservoir’s results of operations or cash flows, including regulations relating to transfer pricing and withholding taxes on remittances and other payments by subsidiaries and joint ventures;
exposure to different legal standards and enforcement mechanisms and the associated cost of compliance;
difficulties in attracting and retaining qualified management and employees or rationalizing Reservoir’s workforce;
tariffs, duties, export controls and other trade barriers;
global economic and retail environment;
longer accounts receivable settlement cycles and difficulties in collecting accounts receivable;
recessionary trends, inflation and instability of the financial markets;
higher interest rates; and
political instability.

Reservoir may not be able to insure or hedge against these risks, and it may not be able to ensure compliance with all of the applicable regulations without incurring additional costs, or at all. For example, Reservoir’s results of operations could be impacted by fluctuations of the U.S. dollar against most currencies. See “— Unfavorable currency exchange rate fluctuations could adversely affect Reservoir’s results of operations.” Furthermore, financing may not be available in countries with less than investment-grade sovereign credit ratings. As a result, it may be difficult to create or maintain profitable operations in various countries.

In addition, Reservoir’s results can be affected by trends, developments and other events in individual countries. There can be no assurance that in the future country-specific trends, developments or other events will not have a significant adverse effect on Reservoir’s business, cash flows, financial condition and results of operations. Unfavorable conditions can depress revenues in any given market and prompt promotional or other actions that adversely affect Reservoir’s margins.

Furthermore, under the terms of a withdrawal agreement between the United Kingdom and the European Union, the United Kingdom formally left the European Union on January 31, 2020 and, on January 1, 2021, the United Kingdom left the European Union’s Single Market and Customs Union, as well as all policies and international agreements of the European Union. On December 24, 2020, the European Commission reached a trade agreement with the United Kingdom on the terms of its future cooperation with the European Union (the “Brexit Trade Agreement”). Although we cannot predict the impact that the Brexit Trade Agreement will have on our business, it is possible that new terms, as well as the continued uncertainty related to Brexit, may cause increased economic volatility and uncertainty in the

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European and global markets and could adversely affect our business, cash flows, financial condition and results of operations.

Unfavorable currency exchange rate fluctuations could adversely affect Reservoir’s results of operations.

As Reservoir continues to expand its international operations, Reservoir becomes increasingly exposed to the effects of fluctuations in currency exchange rates. The reporting currency for Reservoir’s consolidated financial statements is the U.S. dollar. Reservoir has substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars. To prepare Reservoir’s consolidated financial statements, Reservoir must translate those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable exchange rates. Consequently, increases and decreases in the value of the U.S. dollar versus other currencies will affect the amount of these items in Reservoir’s consolidated financial statements, even if their value has not changed in their original currency. These translations could result in significant changes to Reservoir’s results of operations from period to period. In addition, from time to time, Reservoir enters into foreign exchange contracts to hedge the risk of unfavorable foreign currency exchange rate movements.

Reservoir’s business may be adversely affected by competitive market conditions, and it may not be able to execute its business strategy.

Reservoir expects to increase revenues and cash flow through a business strategy which requires it, among other things, to continue to maximize the value of its music, to significantly reduce costs to maximize flexibility and adjust to new realities of the market, to continue to act to contain digital piracy and to diversify its revenue streams into growing segments of the music entertainment business by continuing to capitalize on digital distribution and emerging technologies, entering into expanded-rights deals with recording artists and by operating its artist services businesses.

Each of these initiatives requires sustained management focus, organization and coordination over significant periods of time. Each of these initiatives also requires success in building relationships with third parties and in anticipating and keeping up with technological developments and consumer healthcare, technology, wellnesspreferences and may involve the implementation of new business models or sustainability sectors.distribution platforms. The results of Reservoir’s strategy and the success of Reservoir’s implementation of this strategy will not be known for some time in the future. If Reservoir is unable to implement its strategy successfully or properly react to changes in market conditions, its business, cash flows, financial condition and results of operations could be adversely affected.

Reservoir’s ability to operate effectively could be impaired if it fails to attract and retain its executive officers.

Reservoir competes with other music entertainment companies and other companies for top talent. Reservoir’s ability to successfully implement its business strategy and to operate profitably depends, in part, on its ability to retain key personnel. If key personnel become unable or unwilling to continue in their present positions, Reservoir’s business, cash flows, financial condition and results of operations could be materially adversely affected. Reservoir’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel.

Competition for these employees can be intense, and the Combined Company’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Reservoir may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect its business, including the execution of its business strategy. Any failure by Reservoir’s management team to perform as expected may have a material adverse effect on Reservoir’s business, cash flows, financial condition and results of operations.

Past performance by Reservoir’s management team and their affiliates may not be indicative of future performance of an investment in Reservoir.

Information regarding performance by, or businesses associated with, Reservoir’s management team or businesses associated with them is presented for informational purposes only. Past performance by Reservoir’s management team is not a guarantee of success with respect to any acquisition the Combined Company may consummate or strategy the Combined Company may implement. You should not rely on the historical record of the performance of Reservoir’s

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management team or businesses associated with them as indicative of the Combined Company’s future performance of an investment in Reservoir or the returns it will, or is likely to, generate going forward.

Reservoir’s management team has limited experience in operating a public company.

Reservoir’s executive officers have limited experience in the management of a publicly traded company. Reservoir’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Reservoir’s management team’s limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of its management team’s time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. Reservoir may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair Reservoir’s ability to produce timely and accurate financial statements or to comply with applicable regulations and have a material adverse effect on its business, cash flows, financial condition and results of operations.

Reservoir’s management determined that material weaknesses existed in the internal controls over financial reporting while preparing its consolidated financial statements as of March 31, 2021 and 2020. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to an ineffective control environment due to improper segregation of duties and a lack of qualified personnel to address certain complex accounting transactions and an ineffective risk assessment process resulting in improper design of control activities to address certain risks of material misstatement. Because Reservoir did not identify and address gaps in qualified personnel, Reservoir’s management was unable to appropriately define responsibilities to carry out effective internal controls over financial reporting, resulting in design deficiencies and the absence of segregation of duties. While Reservoir has instituted plans to remediate these issues and continues to take remediation steps, including hiring additional personnel subsequent to March 31, 2021 and implementing new processes and controls in connection with financial reporting, Reservoir continued to have a limited number of personnel with the level of GAAP accounting knowledge, specifically related to complex accounting transactions, commensurate with its financial reporting requirements. Although Reservoir believes the hiring of additional accounting resources and implementation of processes and controls to better identify and manage segregation of duties will remediate the weakness with respect to insufficient personnel, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If Reservoir is unable to remediate the material weaknesses, its ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected, which, in turn, have a material adverse effect on its business, cash flows, financial condition and results of operations.

Reservoir’s independent registered public accounting firm is not required to formally attest to the effectiveness of Reservoir’s internal controls over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, Reservoir’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Reservoir’s internal controls over financial reporting are documented, designed or operating. Any failure to implement and maintain effective internal controls over financial reporting also could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of Reservoir’s internal controls over financial reporting that it will eventually be required to include in its periodic reports that are filed with the SEC.

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Reservoir has been operating as a private company. Following the consummation of the Business Combination, management of the Combined Company will have significant requirements for enhanced financial reporting and internal controls as a public company. As a result, matters impacting Reservoir’s internal controls over financial reporting may cause it to be unable to report its consolidated financial information on a timely basis and thereby subject it to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, which may result in a breach of the covenants under the New Senior Credit Facility or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in the Combined Company and the reliability of its consolidated financial statements. Confidence in the reliability of Reservoir’s consolidated financial statements also could suffer if Reservoir or its independent registered public accounting firm continue to report a material weakness in its internal controls over financial reporting. This could materially adversely affect Reservoir’s business, cash flows, financial condition and results of operations and lead to a decline in the market price of the Combined Company’s common stock.

A significant portion of Reservoir’s revenues are subject to rate regulation either by government entities or by local third-party collecting societies throughout the world and rates on other income streams may be set by governmental proceedings, which may limit Reservoir’s profitability.

Mechanical royalties and performance royalties are two of the main sources of income to Reservoir’s Music Publishing business and mechanical royalties are a significant expense to Reservoir’s Recorded Music business. In the United States, mechanical royalty rates are set every five years pursuant to an administrative process under the U.S. Copyright Act, unless rates are determined through industry negotiations, and performance royalty rates are determined by negotiations with performing rights societies, the largest of which, the American Society of Composers, Authors and Publishers (the “ASCAP”) and Broadcast Music, Inc. (the “BMI”), are subject to a consent decree rate-setting process if negotiations are unsuccessful. In June 2019, the Antitrust Division of the Department of Justice opened a review of its consent decrees with ASCAP and BMI to determine whether the decrees should be maintained in their current form, modified or terminated. Outside the United States, mechanical and performance royalty rates are typically negotiated on an industry-wide basis. In most territories outside the United States, mechanical royalties are based on a percentage of wholesale prices for physical product and based on a percentage of consumer prices for digital formats. The mechanical and performance royalty rates set pursuant to such processes may adversely affect Reservoir by limiting its ability to increase the profitability of its Music Publishing business. If the mechanical and performance royalty rates are set too high it may also adversely affect Reservoir by limiting its ability to increase the profitability of its Recorded Music business. In addition, rates Reservoir’s Recorded Music business receives in the United States for webcasting and satellite radio are set every five years by an administrative process under the U.S. Copyright Act unless rates are determined through industry negotiations. It is important as revenues continue to shift from physical to diversified distribution channels that Reservoir receives fair value for all of the uses of its intellectual property as its business model now depends upon multiple revenue streams from multiple sources. The rates set for recorded music and music publishing income sources through collecting societies or legally prescribed rate-setting processes could have a material adverse impact on Reservoir’s business prospects.

Reservoir may not have full control and ability to direct the operations it conducts through joint ventures.

Reservoir currently has interests in a number of joint ventures and may in the future enter into further joint ventures as a means of conducting its business. In addition, Reservoir structures certain of its relationships with recording artists and songwriters as joint ventures. Reservoir may not be able to fully control the operations and the assets of its joint ventures, and it may not be able to make major decisions or may not be able to take timely actions with respect to its joint ventures unless its joint venture partners agree.

As part of its growth strategy, Reservoir intends to acquire, combine with or invest in other businesses and will face risks inherent in such transactions.

Reservoir has in the past engaged, and will continue from time to time in the future to engage, in opportunistic strategic acquisitions or other transactions, which could involve, in addition to acquisitions, combinations or dispositions of businesses or assets, or strategic alliances or joint ventures with companies engaged in music entertainment, entertainment or other businesses. Any such combination could be material, be difficult to implement, disrupt

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Reservoir’s business or change its business profile, focus or strategy significantly. In addition, to the extent Reservoir seeks to grow its business through acquisitions, Reservoir may not be able to successfully identify attractive acquisition opportunities or consummate any such acquisitions if it cannot reach an agreement on commercially favorable terms, if it lacks sufficient resources to finance the transaction on its own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. Furthermore, competition for acquisitions in the markets in which Reservoir operates has increased during recent years, and may continue to increase in the future, which may result in an increase in the costs of acquisitions or may cause Reservoir to refrain from making certain acquisitions. Reservoir may not be able to complete future acquisitions on favorable terms, if at all.

If Reservoir does complete future acquisitions, there can be no assurance that they will ultimately strengthen its competitive position or that they will be viewed positively by customers, financial markets or investors. Furthermore, future acquisitions could pose numerous additional risks to Reservoir’s business, cash flows, financial condition and results of operations, including:

potential disruption of Reservoir’s ongoing business and distraction of management;
potential loss of recording artists or songwriters from Reservoir’s rosters;
difficulty integrating the acquired businesses or segregating assets to be disposed of;
exposure to unknown and/or contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any businesses Reservoir may acquire;
reputational or other damages to Reservoir’s business as a result of a failure to consummate such a transaction for, among other reasons, failure to gain antitrust approval;
changing Reservoir’s business profile in ways that could have unintended consequences and challenges in achieving strategic objectives, cost savings and other anticipated benefits;
difficulty in maintaining controls, procedures and policies during the transition and integration;
challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and
use of substantial portions of Reservoir’s available cash or the incurrence of debt to consummate the acquisition.

If Reservoir enters into significant transactions in the future, related accounting charges may affect its financial condition and results of operations, particularly in the case of any acquisitions. In addition, the financing of any significant acquisition may result in changes in Reservoir’s capital structure, including the incurrence of additional indebtedness, which may be substantial. Conversely, any material disposition could reduce Reservoir’s indebtedness or require the amendment or refinancing of its outstanding indebtedness or a portion thereof. Reservoir may not be successful in addressing these risks or any other problems encountered in connection with any strategic or transformative transactions. Reservoir cannot assure you that if it makes any future acquisitions, investments, strategic alliances or joint ventures or enters into any business combination that they will be completed in a timely manner, or at all, that they will be structured or financed in a way that will enhance Reservoir’s creditworthiness or that they will meet its strategic objectives or otherwise be successful. Reservoir also may not be successful in implementing appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these transactions. Failure to effectively manage any of these transactions could result in material increases in costs or reductions in expected revenues, or both. In addition, if any new business in which Reservoir invests or which it attempts to develop does not progress as planned, Reservoir may not recover the funds and resources it has expended and this could have a negative impact on its businesses or Reservoir’s and its subsidiaries as a whole.

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The enactment of legislation limiting the terms by which an individual can be bound under a “personal services” contract could impair Reservoir’s ability to retain the services of key artists.

California Labor Code Section 2855 (“Section 2855”) limits the duration of time any individual can be bound under a contract for “personal services” to a maximum of seven years. In 1987, subsection (b) was added to Section 2855, which provides a limited exception to Section 2855 for recording contracts, creating a damages remedy for record companies. Such legislation could result in certain of Reservoir’s existing contracts with artists being declared unenforceable, or may restrict the terms under which Reservoir enters into contracts with artists in the future, either of which could adversely affect Reservoir’s results of operations. There is no assurance that California will not introduce legislation in the future seeking to repeal subsection (b) of Section 2855. The repeal of subsection (b) of Section 2855 and/or the passage of legislation similar to Section 2855 by other states could materially adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

If Reservoir’s recording artists and songwriters are characterized as employees, Reservoir would be subject to employment and withholding liabilities.

Although Reservoir believes that the recording artists and songwriters with which it partners are properly characterized as independent contractors, tax or other regulatory authorities may in the future challenge Reservoir’s characterization of these relationships. Reservoir is aware of a number of judicial decisions and legislative proposals that could bring about major reforms in worker classification, including the California legislature’s recent passage of California Assembly Bill 5 (“AB 5”). AB 5 purports to codify a new test for determining worker classification that is widely viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships. Given AB 5’s recent passage, there is no guidance from the regulatory authorities charged with its enforcement, and there is a significant degree of uncertainty regarding its application. In addition, AB 5 has been the subject of widespread national discussion and it is possible that other jurisdictions may enact similar laws. If such regulatory authorities or state, federal or foreign courts were to determine that Reservoir’s recording artists and songwriters are employees, and not independent contractors, Reservoir would be required to withhold income taxes, to withhold and pay Social Security, Medicare and similar taxes and to pay unemployment and other related payroll taxes. Reservoir would also be liable for unpaid past taxes and subject to penalties. As a result, any determination that Reservoir’s recording artists and songwriters are its employees could have a material adverse effect on its business, cash flows, financial condition and results of operations.

If streaming adoption or revenues grows less rapidly or levels off, Reservoir’s prospects, business, cash flows, financial condition and results of operations may be adversely affected.

Streaming revenues are important because they have offset declines in downloads and physical sales and represent a growing area of Reservoir’s Recorded Music business. According to the International Federation of the Phonographic Industry (the “IFPI”), streaming revenues, which includes revenues from ad-supported and subscription services, accounted for approximately 88% of digital revenues in 2019, up approximately 5% year-over-year. There can be no assurance that this growth pattern will persist or that digital revenues will continue to grow at a rate sufficient to offset and exceed declines in downloads and physical sales. If growth in streaming revenues levels off or fails to grow as quickly as it has over the past several years, Reservoir’s Recorded Music business may experience reduced levels of revenues and operating income. Additionally, slower growth in streaming adoption or revenues is also likely to have a negative impact on Reservoir’s Music Publishing business, which generates a significant portion of its revenues from sales and other uses of recorded music.

Reservoir is substantially dependent on a limited number of digital music services for the online distribution and marketing of its music, and they are able to significantly influence the pricing structure for online music stores and may not correctly calculate royalties under license agreements.

Reservoir derives an increasing portion of its revenues from the licensing of music through digital distribution channels. Reservoir is currently dependent on a small number of leading digital music services. Reservoir has limited ability to increase its wholesale prices to digital music services as a small number of digital music services control much of the legitimate digital music business. If these services were to adopt a lower pricing model or if there were structural

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changes to other pricing models, Reservoir could receive substantially less for its music, which could cause a material reduction in Reservoir’s revenues, unless offset by a corresponding increase in the number of transactions. Reservoir currently enters into short-term license agreements with many digital music services and provides its music on an at-will basis to others. There can be no assurance that Reservoir will be able to renew or enter into new license agreements with any digital music service. The terms of these license agreements, including the royalty rates that Reservoir receives pursuant to them, may change as a result of changes in its bargaining power, changes in the industry, changes in the law, or for other reasons. Decreases in royalty rates, rates of revenue sharing or changes to other terms of these license agreements may materially impact Reservoir’s business, operating results and financial condition. Digital music services generally accept and make available all of the music that Reservoir delivers to them. However, if digital music services in the future decide to limit the types or amount of music they will accept from music entertainment companies like Reservoir, Reservoir’s revenues could be significantly reduced. See “Description of RHI’s Business — Recorded Music — Sales and Digital Distribution.”

Reservoir is also substantially dependent on a limited number of digital music services for the marketing of its music. A significant proportion of the music streamed on digital music services is from playlists curated by those services or generated from those services’ algorithms. If these services were to fail to include Reservoir’s music on playlists, change the position of its music on playlists or give Reservoir less marketing space, it could adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Under Reservoir’s license agreements and relevant statutes, Reservoir receives royalties from digital music services in order to stream or otherwise offer its music. The determination of the amount and timing of such payments is complex and subject to a number of variables, including the revenue generated, the type of music offered and the country in which it is sold, identification of the appropriate licensor, and the service tier on which music is made available. As a result, Reservoir may not be paid appropriately for its music. Failure to be accurately paid its royalties may adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Because Reservoir’s success depends substantially on its ability to maintain a professional reputation, adverse publicity concerning Reservoir or its artists, songwriters or key personnel could adversely affect its business.

Reservoir’s professional reputation is essential to its continued success and any decrease in the quality of its reputation could impair its ability to, among other things, recruit and retain qualified and experienced key personnel, retain or attract artists and songwriters and/or enter into licensing or other contractual arrangements. Reservoir’s overall reputation may be negatively impacted by a number of factors, including negative publicity concerning Reservoir or its artists, songwriters or key personnel. Any adverse publicity relating to Reservoir or such individuals or entities that we employ or represent, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, could result in significant media attention, even if not directly relating to or involving Reservoir, and could have a negative impact on its professional reputation. This could result in termination of licensing or other contractual relationships or Reservoir’s ability to attract and retain artists, songwriters or key personnel, all of which could adversely affect Reservoir business, cash flows, financial condition and results of operations.

Because the Combined Company became a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s stockholders may face additional risks and uncertainties.

Because the Combined Company became a public reporting company by means of our securities. Each unit that we areconsummating the Business Combination rather than by means of a traditional underwritten initial public offering, has a pricethere is no independent third-party underwriter selling the shares of $10.00 and consists of one share ofthe Combined Company’s common stock, and, one-halfaccordingly, the Combined Company’s stockholders will not have the benefit of one redeemable warrant,an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Although ROCC performed a due diligence review and investigation of Reservoir in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.

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In addition, because the Combined Company did not become a public reporting company by means of at traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as describeda result of more limited coverage by analysts and the media. The failure to receive research coverage or support in more detailthe market for the Combined Company’s common stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s common stock. See “— Risks Related to the Combined Company’s Common Stock — If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The unaudited pro forma condensed combined financial information contained in this prospectus. Every two units entitlesprospectus may not be indicative of what the holder thereof to receive one warrantCombined Company’s actual financial condition or results of operations would have been.

The unaudited pro forma condensed combined financial information contained in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed combined financial information was based upon separation,available information and certain estimates and assumptions that ROCC and Reservoir believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.

As a result of the Business Combination, the Combined Company became subject to adjustmentthe reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that the Combined Company file annual, quarterly and current reports with respect to its business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that the Combined Company establish and maintain effective internal control over financial reporting. As a result, the Combined Company will incur significant legal, accounting and other expenses that it did not previously incur. The Combined Company’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Combined Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations. The Combined Company has made, and will continue to make, changes to its internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet its reporting obligations as provided herein.a public company. However, the measures the Combined Company takes may not be sufficient to satisfy its obligations as a public company. If the Combined Company does not continue to develop and implement the right processes and tools to manage its changing enterprise and maintain its culture, its ability to compete successfully and achieve its business objectives could be impaired, which could negatively impact its business, financial condition, cash flows and results of operations. In addition, the Combined Company cannot predict or estimate the amount of additional costs it may incur to comply with these requirements. The Combined Company anticipates that these costs will materially increase its general and administrative expenses.

These rules and regulations result in the Combined Company’s incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, the Combined Company expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Combined Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Combined Company to attract

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and retain qualified people to serve on the Combined Company’s board of directors, or committees thereof, or as executive officers of the Combined Company.

As a public reporting company, the Combined Company is subject to rules and regulations established from time to time by the SEC regarding its internal control over financial reporting. If the Combined Company fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report its financial results or report them in a timely manner.

Upon consummation of the Business Combination, the Combined Company became a public reporting company subject to the rules and regulations established from time to time by the SEC and Nasdaq. These rules and regulations will require, among other things, that the Combined Company establish and periodically evaluate procedures with respect to its internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on the Combined Company’s financial and management systems, processes and controls, as well as on its personnel. In addition, as a public company, the Combined Company is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting.

The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists the Combined Company’s common stock, the Combined Company could face significant material adverse consequences, including:

a limited availability of market quotations for the Combined Company’s common stock;
a limited amount of news and analyst coverage for the Combined Company; and
a decreased ability to issue additional securities or obtain additional financing in the future.

The Combined Company’s substantial indebtedness could adversely affect its business, cash flows, financial condition and results of operations.

The Combined Company entered into the New Senior Credit Facility in an aggregate amount of up to a $248,750,000 that is expected to mature in October 2024.

The Combined Company’s substantial indebtedness could:

require the Combined Company to dedicate a substantial portion of cash flow from operations to payments in respect of its indebtedness, thereby reducing the availability of cash flow to fund working capital, potential acquisition opportunities and other general corporate purposes;
increase the amount of interest that the Combined Company has to pay, because some of its borrowings are at variable rates of interest, which will result in higher interest payments if interest rates increase and, if and when the Combined Company is required to refinance any of its indebtedness, an increase in interest rates would also result in higher interest costs;
increase its vulnerability to adverse general economic or industry conditions;
require refinancing, which the Combined Company may not be able to do on reasonable terms;
limit its flexibility in planning for, or reacting to, competition and/or changes in its business or the industry in which it operates;

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limit its ability to borrow additional funds;
restrict the Combined Company from making strategic acquisitions or necessary divestitures or otherwise exploiting business opportunities; and
place the Combined Company at a competitive disadvantage compared to its competitors that have less debt and/or more financial resources.

In addition, despite the Combined Company’s anticipated levels of indebtedness, it may be able to incur substantially more indebtedness under the New Senior Credit Facility, which may increase the risks created by its indebtedness and could have a material adverse effect on its business, cash flows, financial condition and results of operations.

The Combined Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy obligations under its indebtedness, which may not be successful.

The Combined Company’s ability to make scheduled payments on or to refinance its debt obligations will depend on its future operating performance and on economic, financial, competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which the Combined Company and its subsidiaries may be subject. Many of these factors may be beyond the Combined Company’s control. The Combined Company cannot assure you that its business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to the Combined Company in an amount sufficient to enable it to satisfy its obligations under its indebtedness or to fund its other needs. If the cash flows and capital resources of the Combined Company are insufficient to service its indebtedness, it may be forced to reduce or delay acquisitions, sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures may not be successful and may not permit the Combined Company to meet its scheduled debt service obligations. The Combined Company’s ability to restructure or refinance its indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of its indebtedness could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict the business operations of the Combined Company. In addition, the terms of the New Senior Credit Facility or any future debt agreements may restrict the Combined Company from adopting some of these alternatives. In the absence of such operating results and resources, the Combined Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The Combined Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that the Combined Company could realize from any such dispositions may not be adequate to meet its debt service obligations then due. The Combined Company’s inability to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

Provisions in the Charter and Delaware law may have the effect of discouraging lawsuits against the Combined Company’s directors and officers.

The Charter requires that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Combined Company, (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of the Combined Company’s directors, officers or stockholders to the Combined Company or its stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to the Delaware General Corporation Law, the Charter or the amended and restated bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine. In addition, subject to the provisions of the preceding sentence, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. If any action the subject matter of which is within the scope of the first sentence of this paragraph is filed in a court other than the courts in the State of Delaware (a “foreign

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action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the first sentence of this paragraph and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Combined Company’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Charter. This forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine this forum selection clause to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs in conjunction with its efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on the Combined Company’s business, cash flows, financial condition and results of operations and result in a diversion of the time and resources of the Combined Company’s management and board of directors.

Anti-takeover provisions contained in the Charter and the amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Charter and the amended and restated bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. The Combined Company is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for the Combined Company’s common stock.

Risks Related to Intellectual Property and Data Security

Failure to obtain, maintain, protect and enforce Reservoir’s intellectual property rights could substantially harm its business, operating results and financial condition.

The success of Reservoir’s business depends on its ability to obtain, maintain, protect and enforce its trademarks, copyrights and other intellectual property rights. The measures that Reservoir takes to obtain, maintain, protect and enforce its intellectual property rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time- consuming and, despite such measures, third parties may be able to obtain and use Reservoir’s intellectual property rights without its permission. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect Reservoir’s ability to obtain, maintain, protect or enforce its intellectual property rights. Failure to obtain, maintain, protect or enforce Reservoir’s intellectual property rights could harm its brand or brand recognition and adversely affect Reservoir’s business, financial condition and results of operation.

Reservoir also in-licenses certain major trademarks for certain wholly-owned subsidiaries from third parties pursuant to perpetual, royalty-free license agreements that may be terminated by the licensor under certain circumstances, including Reservoir’s material breach of the terms of such license agreements. Upon any such termination, Reservoir may be required to either negotiate a new or reinstated agreement with less favorable terms or otherwise lose its rights to use the licensed trademarks.

Reservoir’s involvement in intellectual property litigation could adversely affect its business, cash flows, financial condition and results of operations.

Reservoir’s business is highly dependent upon intellectual property, an area that has encountered increased litigation in recent years. If Reservoir is alleged to infringe, misappropriate or otherwise violate the intellectual property rights of a third party, any litigation to defend the claim could be costly and would divert the time and resources of management, regardless of the merits of the claim and whether the claim is settled out of court or determined in Reservoir’s favor. There can be no assurance that Reservoir would prevail in any such litigation. If Reservoir were to lose a litigation relating to intellectual property, it could be forced to pay monetary damages and to cease using certain intellectual

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property or technologies. Any of the foregoing may adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Assertions or allegations, even if not true, that Reservoir has infringed or violated intellectual property rights could harm its reputation and business, cash flows, financial condition and results of operations.

Third parties, including artists, copyright owners and other online music platforms, have asserted, and may in the future assert, that Reservoir has infringed, misappropriated or otherwise violated their copyright or other intellectual property rights. As Reservoir faces increasing competition globally, the possibility of intellectual property rights claims against it grows.

Reservoir also sublicenses some of its licensed music content to other platforms. Reservoir’s agreements with such third-party platforms typically require them to comply with the terms of the license and applicable copyright laws and regulations. However, there is no guarantee that the third-party platforms to which Reservoir sublicenses its content will comply with the terms of its license arrangements or all applicable copyright laws and regulations. In the event of any breach or violation by such platforms, Reservoir may be held liable to the copyright owners for damages and be subject to legal proceedings as a result, in which case its reputation and business, cash flows, financial condition and results of operations may be materially and adversely affected.

In addition, music, internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Other companies in these industries may have larger intellectual property portfolios than Reservoir does, which could make it a target for litigation as it may not be able to assert counterclaims against parties that sue Reservoir for intellectual property infringement. Furthermore, from time to time, Reservoir may introduce new products and services, which could increase its exposure to intellectual property claims. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm Reservoir’s reputation and/or business, cash flows, financial condition and results of operations.

Digital piracy could adversely impact Reservoir’s business, cash flows, financial condition and results of operations.

A substantial portion of Reservoir’s revenue comes from the distribution of music which is potentially subject to unauthorized consumer copying and widespread digital dissemination without an economic return to Reservoir, including as a result of “stream-ripping.” In its Music Listening 2019 report, the IFPI surveyed 34,000 Internet users to examine the ways in which music consumers aged 16 to 64 engage with recorded music across 21 countries. Of those surveyed, 23% used illegal stream-ripping services, the leading form of music piracy. Organized industrial piracy may also lead to decreased revenues. The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but Reservoir believes that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues. If Reservoir fails to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in its favor (or if judicial decisions are not in its favor), if Reservoir is unsuccessful in its efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if Reservoir fails to develop effective means of protecting and enforcing its intellectual property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or Reservoir’s music entertainment-related products or services, its results of operations, financial position and prospects may suffer.

If Reservoir or its service providers do not maintain the security of information relating to its customers, employees and vendors and its music, security information breaches through cyber security attacks or otherwise could damage its reputation with customers, employees, vendors and artists, and it could incur substantial additional costs, become subject to litigation and its results of operations and financial condition could be adversely affected.

Reservoir receives certain personal information about its customers and potential customers, and it also receives personal information concerning Reservoir’s employees, artists and vendors. In addition, Reservoir’s online operations depend upon the secure transmission of confidential information over public networks.

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Reservoir maintains security measures with respect to such information, but despite these measures, is vulnerable to security breaches by computer hackers and others that attempt to penetrate the security measures that Reservoir has in place. A compromise of its security systems (through cyber-attacks, which are rapidly evolving and sophisticated or otherwise) that results in personal information being obtained by unauthorized persons or other bad acts could adversely affect Reservoir’s reputation with its customers, potential customers, employees, artists and vendors, as well as Reservoir’s business, cash flows, financial condition and results of operations, and could result in litigation against Reservoir or the imposition of governmental penalties. Unauthorized persons have also attempted to redirect payments to or from Reservoir. If any such attempt were successful, Reservoir could lose and fail to recover the redirected funds, which loss could be material. Reservoir may also be subject to cyber-attacks that target its music, including not-yet- released music. The theft and premature release of this music may adversely affect Reservoir’s reputation with current and potential artists and adversely impact its business, cash flows, financial condition and results of operations. In addition, a security breach could require that Reservoir expend significant additional resources related to its information security systems and could result in a disruption of its business operations.

Reservoir increasingly relies on third-party data storage providers, including cloud storage solution providers, resulting in less direct control over its data. Such third parties may also be vulnerable to security breaches and compromised security systems, which could adversely affect Reservoir’s business, cash flows, financial condition and results of operations.

Evolving laws and regulations concerning data privacy may result in increased regulation and different industry standards, which could increase the costs of operations or limit Reservoir’s activities.

Reservoir engages in a wide array of online activities and is thus subject to a broad range of related laws and regulations including, for example, those relating to privacy, consumer protection, data retention and data protection, online behavioral advertising, geo-location tracking, text messaging, e-mail advertising, mobile advertising, content regulation, defamation, age verification, the protection of children online, social media and other Internet, mobile and online-related prohibitions and restrictions. The regulatory framework for privacy and data security issues worldwide has become increasingly burdensome and complex and is likely to continue to be so for the foreseeable future. Practices regarding the collection, use, storage, transmission, security and disclosure of personal information by companies operating over the Internet and mobile platforms are receiving ever-increasing public and governmental scrutiny. The U.S. government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for even greater regulation for the collection of information concerning consumer behavior on the Internet and mobile platforms, including regulation aimed at restricting certain targeted advertising practices, the use of location data and disclosures of privacy practices in the online and mobile environments, including with respect to online and mobile applications. State governments are engaged in similar legislative and regulatory activities. In addition, privacy and data security laws and regulations around the world are being implemented rapidly and evolving. These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018 and the California Consumer Privacy Act effective on January 1, 2020) are likely to result in greater compliance burdens for companies with global operations. Globally, many government and consumer agencies have also called for new regulation and changes in industry practices with respect to information collected from consumers, electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.

The Federal Trade Commission adopted certain revisions to its rule promulgated pursuant to the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”), effective as of July 1, 2013, that may impose greater compliance burdens on Reservoir. COPPA imposes a number of obligations, such as obtaining verifiable parental permission on operators of websites, apps and other online services to the extent they collect certain information from children who are under 13 years of age. The changes broaden the applicability of COPPA, including by expanding the definition of “personal information” subject to the rule’s parental consent and other obligations.

Reservoir’s business, including its ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted or implemented in a manner that is inconsistent with its current business practices and that require changes to these practices. Therefore, Reservoir’s business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the collection, use or disclosure of customer data, or regarding the manner in which the express or implied consent of consumers for such collection, use and disclosure is

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obtained. Such changes may require Reservoir to modify its operations, possibly in a material manner, and may limit its ability to develop new products, services, mechanisms, platforms and features that make use of data regarding Reservoir’s customers and potential customers. Any actual or alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose Reservoir to potential liability, fines and may require it to expend significant resources in responding to and defending such allegations and claims, regardless of merit. Claims or allegations that Reservoir has violated laws and regulations relating to privacy and data security could also result in negative publicity and a loss of confidence in Reservoir.

Reservoir faces a potential loss of catalog to the extent that its recording artists have a right to recapture rights in their recordings under the U.S. Copyright Act.

The U.S. Copyright Act provides authors (or their heirs) a right to terminate U.S. licenses or assignments of rights in their copyrighted works in certain circumstances. This right does not apply to works that are “works made for hire.” Since the enactment of the Sound Recordings Act of 1971, as amended, which first accorded federal copyright protection for sound recordings in the United States, virtually all of Reservoir’s agreements with recording artists provide that such recording artists render services under a work-made-for-hire relationship. A termination right exists under the U.S. Copyright Act for U.S. rights in musical compositions that are not “works made for hire.” If any of Reservoir’s commercially available sound recordings were determined not to be “works made for hire,” then the recording artists (or their heirs) could have the right to terminate the U.S. federal copyright rights they granted to Reservoir, generally during a five-year period starting at the end of 35 years from the date of release of a recording under a post-1977 license or assignment (or, in the case of a pre-1978 grant in a pre-1978 recording, generally during a five-year period starting at the end of 56 years from the date of copyright). A termination of U.S. federal copyright rights could have an adverse effect on Reservoir’s Recorded Music business. From time to time, authors (or their heirs) have the opportunity to terminate Reservoir’s U.S. rights in musical compositions. Reservoir believes the effect of any potential terminations is already reflected in the financial results of its business.

Risks Related to the Combined Company’s Common Stock

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the consummation of the Business Combination, the market price of Combined Company’s common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

the impact of the COVID-19 pandemic on the Combined Company’s business, financial condition and results of operations; the Combined Company’s quarterly or annual earnings or those of other companies in its industry compared to market expectations;
the size of the Combined Company’s public float;
the inability to obtain or maintain the listing of the Combined Company’s common stock on Nasdaq;
the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the Combined Company’s ability to grow and manage growth profitably and retain its key employees;
coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations;
changes in accounting standards, policies, guidance, interpretations or principles;
changes in senior management or key personnel;

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changes in applicable laws or regulations;
risks relating to the uncertainty of the Combined Company’s projected financial information;
risks related to the organic and inorganic growth of the Combined Company’s business and the timing of expected business milestones; and
changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Combined Company’s common stock, regardless of the Combined Company’s actual operating performance.

Volatility in the Combined Company’s stock price could subject the Combined Company to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The trading market for the Combined Company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade the Combined Company’s common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s common stock would be your sole source of gain on an investment in the Combined Company’s common stock for the foreseeable future.

The future sales of shares by the Combined Company’s stockholders and future exercise of registration rights may adversely affect the market price of the Combined Company’s common stock.

Sales of a substantial number of shares of the Combined Company’s common stock in the public market could occur at any time. If the Combined Company’s stockholders sell, or the market perceives that the Combined Company’s stockholders intend to sell, substantial amounts of the Combined Company’s common stock in the public market, the market price of the Combined Company’s common stock could decline.

The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of the majority of these securities are entitled to make up to three demands that ROCC register such securities. The holders of the majority of the Founder Shares, the Private Units and

27

Table of Contents

any working capital loans made to ROCC are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The presence of these additional Founder Shares trading in the public market may have an adverse effect on the market price of the Combined Company’s common stock.

The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the Combined Company’s common stock less attractive to investors.

Following the consummation of the Business Combination, the Combined Company will be an emerging growth company, as defined in the JOBS Act. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (i)(x) December 15, 2025, (y) the date on which the Combined Company has total annual gross revenue of at least $1.07 billion or (z) the date on which the Combined Company is deemed to be a large accelerated filer, which means the market value of shares of the Combined Company’s common stock that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this prospectus and the Combined Company’s periodic reports and proxy statements.

The Combined Company cannot predict if investors will find the Combined Company’s common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the Combined Company’s common stock and its market price may be more volatile.

28

Table of Contents

USE OF PROCEEDS

We are filing the registration statement of which this prospectus is a part to permit holders of RMI's Common Stock set forth under “Selling Stockholders” to resell such RMI's Common Stock. We will not issue fractional warrants uponreceive any proceeds from the separationsale of the unitsRMI’s Common Stock by the Selling Stockholders.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Reservoir and only whole warrants will trade. Each whole warrant will become exercisable 30 days afterROCC, adjusted to give effect to the completionconsummation of an initial business combination,the Business Combination and will expire five years afterrelated transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the completionfinal rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The unaudited pro forma condensed combined balance sheet as of an initial business combination, or earlier upon redemption or liquidation.March 31, 2021 combines the historical balance sheet of Reservoir and the historical balance sheet of ROCC on a pro forma basis as if the Business Combination and the PIPE Investment had been consummated on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 combine the derived historical results of operations of Reservoir and historical statements of operations of ROCC for such periods on a pro forma basis as if the Business Combination and the PIPE Investment had been consummated on January 1, 2020, the beginning of the earliest period presented.

WeThe unaudited pro forma condensed combined financial statements have granted Roth Capital Partners, LLCbeen prepared from and Craig-Hallum Capital Group LLC,should be read in conjunction with:

the accompanying notes to the unaudited pro forma condensed combined financial statements;
the historical audited consolidated financial statements of Reservoir as of and for the years ended March 31, 2021 and 2020 and the related notes, contained elsewhere in this prospectus;
the historical unaudited condensed financial statements of ROCC as of and for the three months ended March 31, 2021 and the related notes, contained elsewhere in this prospectus;
the audited financial statements of ROCC as of and for the year ended December 31, 2020 and the related notes, contained elsewhere in this prospectus; and
other information relating to Reservoir and ROCC contained elsewhere in this prospectus;

Pursuant to the lead book-running managing underwriters, a 45-day option to purchase up to an additional 1,500,000 units (overROCC’s amended and above the 10,000,000 units referred to above) solely to cover over-allotments, if any.

We will providerestated certificate of incorporation, ROCC provided the holders of our outstanding shares of common stock that were sold as part of the units in this offering which we refer to as our “public shares”Public Shares with the opportunity to redeemhave their shares of common stock uponPublic Shares redeemed at the consummation of our initial business combinationthe Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below,Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net(which interest shall be net of taxes payable), divided by the number of the then outstanding public shares.Public Shares, subject to the limitations described in this prospectus.

We have 24 months fromNotwithstanding the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the above time period, we will distribute the aggregate amount then on deposit in the trust account net of taxes payable, pro rata to our public stockholders, by waylegal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Reservoir is treated as the acquirer and ROCC is treated as the acquired company for financial statement reporting purposes. Reservoir was determined to be the accounting acquirer primarily based on the fact, that subsequent to the consummation of the Business Combination, the Reservoir stockholders will have a majority of the voting power of the Combined Company, Reservoir will comprise all of the ongoing operations of the Combined Company, Reservoir will control a majority of the governing body of the Combined Company, and Reservoir’s senior management will comprise all of the senior management of the Combined Company.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of the Public Shares:

·

Assuming No Redemptions:   This “minimum scenario” presentation assumes that none of the 11,063,863 Public Shares outstanding as of the Record Date are redeemed by the ROCC stockholders.

30

Table of Contents

·

Assuming Maximum Redemptions:   This “maximum scenario” presentation assumes that the ROCC’s stockholders redeem 10,635,694 of the 11,063,863 Public Shares outstanding as of the Record Date for an aggregate redemption payment of approximately $110.6 million from the Trust Account, which is derived from the number of the Public Shares that could be redeemed in connection with the Business Combination at an assumed redemption price of $10.40 per share based on the Trust Account balance as of March 31, 2021 while providing for a minimum net tangible asset value of $5,000,000 upon the consummation of the Business Combination and the PIPE Investment on March 31, 2021.

As of 5:00 p.m., Eastern time, on July 22, 2021, holders of 76,700 Public Shares properly exercised their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will expire and be worthless.

Our stockholders priorright to this offering have committed to purchase from us an aggregate of 260,000 (or 275,000 if the over-allotment option is exercisedtheir Public Shares redeemed in full) units, or “private units,” at $10.00 per private unit (for a total purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneouslyconnection with the consummation of this offering.the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and the PIPE Investment taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company.

31

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

In February 2019, CR FinancialAS OF MARCH 31, 2021

(in dollars)

Historical

���

Historical

Reservoir

Roth CH

Scenario 1 (Assuming No

Scenario 2 (Assuming

Holdings, Inc.

Acquisition II Co.

Additional Redemption into Cash)

Maximum Redemption into Cash)

    

March 31,

    

March 31,

    

Transaction

    

    

Pro Forma

    

Transaction

    

    

Pro Forma

2021

2021

Accounting

Combined

Accounting

Combined

(A)

(B)

Adjustments

Note

Company

Adjustments

Note

Company

ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Current Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

9,209,920

$

549,040

$

$

269,006,781

$

 

  

 

$

158,444,930

Cash and cash equivalents

 

 

 

115,012,821

5(c)1

 

 

115,012,821

 

5(c)1

 

Cash and cash equivalents

 

 

 

 

 

(110,561,851)

 

5(c)2

 

Cash and cash equivalents

 

 

 

144,235,000

5(d)

 

 

144,235,000

 

5(d)

 

Accounts receivable, net

 

15,813,384

 

 

 

15,813,384

 

 

  

 

15,813,384

Current portion of royalty advances

 

12,840,855

 

 

 

12,840,855

 

 

  

 

12,840,855

Inventory and prepaid expenses

 

1,406,379

 

380,555

 

 

1,786,934

 

 

  

 

1,786,934

Total current assets

 

39,270,538

 

929,595

 

259,247,821

  

 

299,447,954

 

148,685,970

 

  

 

188,886,103

Cash and marketable securities held in Trust Account

 

 

115,012,821

 

(115,012,821)

5(c)1

 

 

(115,012,821)

 

5(c)1

 

Property, plant and equipment, net

 

321,766

 

 

 

321,766

 

 

  

 

321,766

Intangible assets, net

 

393,238,010

 

 

 

393,238,010

 

 

  

 

393,238,010

Royalty advances, net of current portion

 

28,741,225

 

 

 

28,741,225

 

 

  

 

28,741,225

Investment in equity affiliate

 

1,591,179

 

 

 

1,591,179

 

 

  

 

1,591,179

Other assets

 

781,735

 

 

 

781,735

 

 

  

 

781,735

Total assets

$

463,944,453

$

115,942,416

$

144,235,000

  

$

724,121,869

$

33,673,149

 

  

$

613,560,018

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Current Liabilities:

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Accounts payable and accrued liabilities

$

3,316,768

$

125,034

$

13,875,000

5(f)

$

17,316,802

$

13,875,000

 

5(f)

$

17,316,802

Amounts due to related parties

 

290,172

 

 

 

290,172

 

  

 

  

 

290,172

Accrued payroll

 

1,634,852

 

 

 

1,634,852

 

 

  

 

1,634,852

Royalties payable

 

14,656,566

 

 

 

14,656,566

 

 

  

 

14,656,566

Other current liabilities

 

2,615,488

 

 

 

2,615,488

 

 

  

 

2,615,488

Current portion of loans and secured notes payable

 

1,000,000

 

 

(1,000,000)

5(e)

 

 

(1,000,000)

 

5(e)

 

Income taxes payable

 

533,495

 

 

 

533,495

 

 

  

 

533,495

Deferred revenue

 

1,337,987

 

 

 

1,337,987

 

 

  

 

1,337,987

Total current liabilities

 

25,385,328

 

125,034

 

12,875,000

 

38,385,362

 

12,875,000

 

  

 

38,385,362

Long-term debt, net of current maturities

 

17,500,000

 

 

(17,500,000)

5(e)

 

 

(17,500,000)

 

5(e)

 

Debt issue cost, net

 

(3,058,973)

 

 

 

(3,058,973)

 

 

  

 

(3,058,973)

Secured line of credit

 

197,090,848

 

 

18,500,000

5(e)

 

215,590,848

 

18,500,000

 

5(e)

 

215,590,848

Fair value of swaps

 

4,566,537

 

 

 

4,566,537

 

 

  

 

4,566,537

Deferred income taxes

 

19,735,537

 

 

 

19,735,537

 

 

  

 

19,735,537

Warrant liabilities

 

 

178,750

 

 

178,750

 

 

  

 

178,750

Other liabilities

 

6,739,971

 

 

 

6,739,971

 

 

  

 

6,739,971

Total liabilities

 

267,959,248

 

303,784

 

13,875,000

 

282,138,032

 

13,875,000

 

  

 

282,138,032

Commitments and Contingencies

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Common stock subject to possible redemption

 

 

110,638,630

 

(110,638,630)

5(c)1

 

 

(110,638,630)

 

5(c)2

 

Stockholders’ Equity:

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Common stock

 

 

359

 

 

359

 

 

  

 

359

Common stock

 

1

 

 

4,470

5(b)

 

4,471

 

4,470

 

5(b)

 

4,471

Common stock

 

 

 

1,106

5(c)1

 

1,106

 

43

 

5(c)2

 

43

Common stock

 

 

 

1,500

5(d)

 

1,500

 

1,500

 

5(d)

 

1,500

Preferred stock

 

81,632,500

 

 

(81,632,500)

5(a)

 

 

(81,632,500)

 

5(a)

 

Additional paid-in capital

 

 

5,370,137

 

 

5,370,137

 

 

  

 

5,370,137

Additional paid-in capital

 

110,499,153

 

 

81,632,500

5(a)

 

192,131,653

 

81,632,500

 

5(a)

 

192,131,653

Additional paid-in capital

 

 

 

(4,470)

5(b)

 

(4,470)

 

(4,470)

 

5(b)

 

(4,470)

Additional paid-in capital

 

 

 

110,637,524

5(c)1

 

110,637,524

 

76,736

 

5(c)2

 

76,736

Additional paid-in capital

 

 

 

144,233,500

5(d)

 

144,233,500

 

144,233,500

 

5(d)

 

144,233,500

Additional paid-in capital

 

 

 

(13,875,000)

5(f)

 

(13,875,000)

 

(13,875,000)

 

5(f)

 

(13,875,000)

Additional paid-in capital

 

 

 

(370,494)

5(g)

 

(370,494)

 

(370,494)

 

5(g)

 

(370,494)

Retained earnings (accumulated deficit)

 

751,496

 

(370,494)

 

370,494

5(g)

 

751,496

 

370,494

 

5(g)

 

751,496

Accumulated other comprehensive income

 

2,096,358

 

 

 

2,096,358

 

 

  

 

2,096,358

Noncontrolling interest

 

1,005,697

 

 

 

1,005,697

 

  

 

1,005,697

Total stockholders’ equity

 

195,985,205

 

5,000,002

 

240,998,630

 

441,983,837

 

130,436,779

 

  

 

331,421,986

Total liabilities and stockholders’ equity

$

463,944,453

$

115,942,416

$

144,235,000

$

724,121,869

$

33,673,149

 

  

$

613,560,018

See accompanying notes to the unaudited pro forma condensed combined financial information.

32

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(in dollars, except share amounts)

Historical

Historical

Reservoir

Roth CH

Scenario 1 (Assuming No

Scenario 2 (Assuming

Holdings, Inc.

Acquisition II Co.

Additional Redemption into Cash)

Maximum Redemption into Cash)

    

Pro forma

    

Historical

    

    

    

    

    

    

Three Months

Three Months

Ended

Ended

March 31,

March 31,

Transaction

Pro Forma

Transaction

Pro Forma

2021

2021

Accounting

Combined

Accounting

Combined

(A)

(B)

Adjustments

Note

Company

Adjustments

Note

Company

Revenues

$

25,593,599

$

$

$

25,593,599

$

 

  

$

25,593,599

Cost of revenue

 

9,172,247

 

 

 

9,172,247

 

 

  

 

9,172,247

Administration expenses

 

4,585,927

 

204,239

 

 

4,790,166

 

 

  

 

4,790,166

Amortization and depreciation

 

3,681,589

 

 

 

3,681,589

 

 

  

 

3,681,589

Total costs and expenses

 

17,439,763

 

204,239

 

 

17,644,002

 

 

  

 

17,644,002

Operating income

 

8,153,836

 

(204,239)

 

 

7,949,597

 

 

  

 

7,949,597

Interest expense

 

(2,304,183)

 

 

 

(2,304,183)

 

 

  

 

(2,304,183)

Gain on fair value of swaps

 

1,728,584

 

 

 

1,728,584

 

 

  

 

1,728,584

Loss on foreign exchange

 

(361,091)

 

 

 

(361,091)

 

 

  

 

(361,091)

Change in fair value of warrant liabilities

 

 

(49,500)

 

 

(49,500)

 

 

  

 

(49,500)

Interest and other income

 

7,091

 

6,208

 

 

13,299

 

(6,208)

 

6(b)

 

7,091

 

(929,599)

 

(43,292)

 

 

(972,891)

 

(6,208)

(979,099)

Income before income taxes

 

7,224,237

 

(247,531)

 

 

6,976,706

 

(6,208)

 

  

 

6,970,498

Income tax benefit (expense)

 

(1,117,729)

 

 

 

(1,117,729)

 

 

  

 

(1,117,729)

Net income (loss)

$

6,106,508

$

(247,531)

$

$

5,858,977

$

(6,208)

 

  

$

5,852,769

Net income attributable to noncontrolling interests

 

(34,588)

 

 

 

(34,588)

 

 

  

 

(34,588)

Net income (loss) attributable to the Company

$

6,071,920

$

(247,531)

$

$

5,824,389

$

(6,208)

 

  

$

5,818,181

Earnings (loss) per share:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Basic

$

26.62

$

(0.07)

$

0.08

 

  

 

  

$

0.09

Diluted

$

26.62

$

(0.07)

$

0.08

 

  

 

  

$

0.09

Weighted average common shares outstanding:

 

 

  

 

 

 

  

 

Basic

 

145,560

 

3,561,384

 

6(c)

 

74,364,705

 

 

6(c)

 

63,729,011

Diluted

 

228,060

 

3,561,384

 

6(c)

 

74,364,705

 

 

6(c)

 

63,729,011

See accompanying notes to the unaudited pro forma condensed combined financial information.

33

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in dollars, except share amounts)

Historical

Historical

Reservoir

Roth CH

Scenario 1 (Assuming No

Scenario 2 (Assuming

Holdings, Inc.

Acquisition II Co.

Additional Redemption into Cash)

Maximum Redemption into Cash)

Pro forma

Historical

December 31,

December 31,

Transaction

Pro Forma

Transaction

Pro Forma

2020

2020

Accounting

Combined

Accounting

Combined

    

(A)

    

(B)

    

Adjustments

    

Note

    

Company

    

Adjustments

    

Note

    

Company

Revenues

    

$

79,112,442

    

$

    

$

    

    

$

79,112,442

    

$

    

  

$

79,112,442

Cost of revenue

 

34,332,586

 

 

 

34,332,586

 

 

  

 

34,332,586

Administration expenses

 

13,056,548

 

109,998

 

345,368

6(a)

 

13,511,914

 

345,368

 

6(a)

 

13,511,914

Amortization and depreciation

 

13,007,252

 

 

 

13,007,252

 

 

  

 

13,007,252

Total costs and expenses

 

60,396,386

 

109,998

 

345,368

 

60,851,752

 

345,368

 

  

 

60,851,752

Operating income

 

18,716,056

 

(109,998)

 

(345,368)

 

18,260,690

 

(345,368)

 

  

 

18,260,690

Interest expense

 

(8,610,363)

 

 

 

(8,610,363)

 

 

  

 

(8,610,363)

Loss on fair value of swaps

 

(3,426,690)

 

 

 

(3,426,690)

 

 

  

 

(3,426,690)

Loss on foreign exchange

 

(540,447)

 

 

 

(540,447)

 

 

  

 

(540,447)

Change in fair value of warrant liabilities

 

 

(17,875)

 

 

(17,875)

 

 

  

 

(17,875)

Initial public offering costs allocated to warrant liabilities

 

 

(478)

 

 

(478)

 

 

  

 

(478)

Interest and other income

 

55,136

 

6,613

 

 

61,749

 

(6,613)

 

6(b)

 

55,136

 

(12,522,364)

 

(11,740)

 

 

(12,534,104)

 

(6,613)

 

(12,540,717)

Income before income taxes

 

6,193,692

 

(121,738)

 

(345,368)

 

5,726,586

 

(351,981)

 

  

 

5,719,973

Income tax benefit (expense)

 

(2,427,964)

 

 

 

(2,427,964)

 

 

  

 

(2,427,964)

Net income (loss)

$

3,765,728

$

(121,738)

$

(345,368)

$

3,298,622

$

(351,981)

 

  

$

3,292,009

Net loss attributable to noncontrolling interests

 

34,942

 

 

 

34,942

 

 

  

 

34,942

Net income (loss) attributable to the Company

$

3,800,670

$

(121,738)

$

(345,368)

$

3,333,564

$

(351,981)

 

  

$

3,326,951

Earnings (loss) per share:

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Basic

$

16.84

$

(0.05)

$

0.04

 

  

 

  

$

0.05

Diluted

$

16.84

$

(0.05)

$

0.04

 

  

 

  

$

0.05

Weighted average common shares outstanding:

 

  

 

  

 

  

  

 

  

 

  

 

  

 

  

Basic

 

143,252

 

2,545,512

6(c)

 

74,364,705

 

6(c)

 

63,691,014

Diluted

 

225,629

 

2,545,512

6(c)

 

74,364,705

 

6(c)

 

63,691,014

See accompanying notes to the unaudited pro forma condensed combined financial information.

34

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.    Description of the Business Combination

Roth CH Acquisition II, Co., a Delaware corporation (“ROCC”), Roth CH II Merger Sub Corp., a Delaware corporation (“Merger Sub”) and Reservoir Holdings, Inc., a Delaware corporation (“Reservoir”), entered into an entity affiliatedAgreement and Plan of Merger, dated as of April 14, 2021 (the “Merger Agreement”), pursuant to which Merger Sub merged with Roth Capital Partners, LLC, purchased an aggregateand into Reservoir, with Reservoir surviving as a wholly owned subsidiary of 100 shares for an aggregate purchase priceROCC and the securityholders of $25,000. On June 29, 2020, we effected a dividendReservoir becoming securityholders of 43,125 shares forROCC (the “Business Combination”).

Immediately prior to the effective time of the Business Combination (the “Effective Time”), each share of Series A preferred stock of Reservoir, par value $0.00001 per share (the “Reservoir Preferred Stock”), that was issued and outstanding resulting in there being an aggregateimmediately prior to the Effective Time was automatically converted immediately prior to the Effective Time into a number of 4,312,500 shares outstanding. On August 31, 2020, CR Financial Holdings, Inc. transferred 1,437,500 shares of common stock backof Reservoir, par value $0.00001 per share (the “Reservoir Common Stock”), at the then-effective conversion rate as calculated pursuant to us for nominal consideration, which shares were cancelled. That same day, CHLM Sponsor-1 LLC, an entity affiliated with Craig-Hallum Capital Group LLC, and certainReservoir’s certificate of our directors, officers and affiliates of our management team purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares for an aggregate purchase price of $6,485.56. Asincorporation then in effect (the “Reservoir Preferred Stock Conversion”). The Reservoir Preferred Stock Conversion was contingent on the occurrence of the date hereof, there are an aggregateEffective Time. All of 2,875,000the shares outstanding, whichof Reservoir Preferred Stock converted into shares we refer to herein as “founder shares” or “insider shares,” which includes an aggregate of up to 375,000 shares that are subject to forfeitureReservoir Common Stock pursuant to the extent that the underwriters’ over-allotment option is not exercised in full or in part.

There is presentlyReservoir Preferred Stock Conversion are no public market for our units, common stock or warrants. We intendlonger be outstanding and ceased to applyexist, and each holder of Reservoir Preferred Stock thereafter ceased to have our units listed onany rights with respect to such shares of Reservoir Preferred Stock.

Presentation of two scenarios: (i) a “minimum” scenario, in which none of the Nasdaq Capital Market, or Nasdaq, underoutstanding Public Shares are redeemed and (ii) a “maximum” scenario, in which all of the symbol “ROCCU” on or promptly afteroutstanding Public Share are redeemed. The “maximum” scenario is presented as a redemption of 10,635,694 of the date11,063,863 outstanding Public Shares because, while ROCC will only proceed with the consummation of this prospectus. We cannot guarantee that our securitiesthe Business Combination if it has satisfied the Minimum Cash Condition and if, following any redemptions and taking into account the proceeds from the PIPE Investment, it will be approved for listing on Nasdaq. Oncehave net tangible assets of at least $5,000,000, taking into account the securities comprisingamount currently held in the units begin separate tradingTrust Account, and taking into account ROCC’s estimated expenses as described in this prospectus, assuming the shares of common stock and warrants will be traded on Nasdaq under the symbols “ROCC,” and “ROCCW,” respectively. We cannot assure you that our securities will continuePIPE Investment is consummated, ROCC expects to be listed on Nasdaq after this offering.able to consummate the Business Combination even if all of its outstanding Public Shares are redeemed.

We are an “emerging growth company” as defined inImmediately following the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

  Price to
Public
  Underwriting
Discounts and
Commissions (1)
  Proceeds,
Before
Expenses,
to us
 
Per unit $10.00  $0.10(2)(3) $9.90 
Total $100,000,000  $1,000,000  $99,000,000 

(1)For further information relating to the underwriters’ compensation, please refer to the section entitled “Underwriting (Conflicts of Interest)” on page81 of this prospectus.

(2)Represents up to $1,000,000, or $0.10 per unit, equal to 1.0% of the gross proceeds of this offering (or $1,150,000 if the underwriters’ over-allotment option is exercised in full) payable to the underwriters as underwriting discounts and commissions.

(3)We will also pay $100,000 to EarlyBirdCapital, Inc., our “qualified independent underwriter.” We have also agreed to reimburse the underwriters for all expenses and fees related to the review by FINRA, including legal fees which will not exceed $15,000. See the section of this prospectus entitled “Underwriting (Conflicts of Interest)” beginning on page 81 for a description of compensation and other items of value payable to the underwriters.

Upon consummation of the offering,Business Combination, under the “minimum” scenario, assuming no redemptions of the Public Shares, the Reservoir stockholders are expected to own approximately 60.1% of the Combined Company (as per the pro forma financial statements presented in this prospectus). Under the “maximum” scenario, assuming that all of the Public Shares are redeemed, the Reservoir stockholders are expected to own approximately 70.2% of the Combined Company (as per the pro forma financial statements presented in this prospectus). Upon the consummation of the Business Combination, the Reservoir stockholders will receive the Combined Company’s common stock. Under the “minimum” or the “maximum” redemption scenarios, the Reservoir stockholders will own the majority of the outstanding shares of the Combined Company’s common stock, on an as-exchanged basis and the owner of the majority of the voting shares of the Combined Company following the consummation of the Business Combination is determined to be the Reservoir stockholders.

The shares of ROCC Common Stock issued in the Business Combination were issued to the Reservoir stockholders. As noted above, assuming no redemptions of the Public Shares, the Reservoir stockholders were expected to have been issued approximately 60.1% of the Combined Company’s common stock, on an as exchanged basis, which would constitute a majority interest.

Immediately subsequent to the consummation of the Business Combination, the board of directors of the Combined Company is comprised of eight members, of which ROCC initially appointed one member, and Reservoir initially appointed seven members.

In connection with the execution of the Merger Agreement, ROCC entered into the Subscription Agreements with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 15,000,000 shares of ROCC Common Stock in a private placement transaction at a price of $10.00 per unit soldshare for an aggregate commitment of

35

$150.0 million. The closing of the PIPE Investment took place concurrently with the consummation of the Business Combination.

2.    Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (the “Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (the “Management’s Adjustments”). The selected unaudited pro forma condensed combined financial information presents the Transaction Accounting Adjustments, but does not present the Management’s Adjustments. The Transaction Accounting Adjustments in the selected unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the Combined Company following the consummation of the Business Combination and the PIPE Investment.

The unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives pro forma effect to the public in this offering (whether or notBusiness Combination as if it had been consummated on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the over-allotment optionthree months ended March 31, 2021 and the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial information has been exercisedprepared using the assumptions below with respect to the potential redemption into cash of the Public Shares:

Assuming No Redemptions:   This “minimum scenario” presentation assumes that none of the 11,063,863 Public Shares outstanding as of the Record Date are redeemed by the ROCC’s stockholders.
Assuming Maximum Redemptions:   This “maximum scenario” presentation assumes that the ROCC’s stockholders redeem 10,635,694 of the 11,063,863 Public Shares outstanding as of the Record Date for an aggregate redemption payment of approximately $110.6 million in the Trust Account, which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of $10.40 per share based on the trust account balance as of March 31, 2021 providing for a minimum net tangible asset value of $5.0 million upon the consummation of the Business Combination and the PIPE Investment on March 31, 2021.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 has been prepared using, and should be read in full or part) willconjunction with, the following:

the historical audited statement of operations of Reservoir for the year ended March 31, 2021 and the related notes, contained elsewhere in this prospectus;
ROCC’s unaudited statement of operations for the three months ended March 31, 2021 and the related notes, contained elsewhere in this prospectus.

36

ROCC’s fiscal year-end is December 31 while Reservoir’s fiscal year-end is March 31. In order for the three months ended March 31, 2021 pro forma results to be deposited into a United States-based trust account at JPMorgan Chase Bank, N.A.comparable, the Reservoir three-month period ended March 31, 2021 was calculated as follows:

[i]

[ii]

3 mos.

FYE March 31,

9 mos. ended

March 31, 2021 =

    

2021

    

12/31/20

    

[i] – [ii]

 

$

Revenues

 

81,777,789

56,184,190

25,593,599

Costs and expenses:

 

  

  

  

Cost of revenue

 

32,991,979

23,819,732

9,172,247

Amortization and depreciation

 

14,128,604

10,447,015

3,681,589

Administration expenses

 

14,986,085

10,400,158

4,585,927

Total costs and expenses

 

62,106,668

44,666,905

17,439,763

Operating income

 

19,671,121

11,517,285

8,153,836

Interest expense

 

(8,972,100)

(6,667,917)

(2,304,183)

(Loss) on foreign exchange

 

(910,799)

(549,708)

(361,091)

Gain on fair value of swaps

 

2,988,322

1,259,738

1,728,584

Interest and other income

 

13,243

6,152

7,091

Income before income taxes

 

12,789,787

5,565,550

7,224,237

Income tax expense

 

2,454,153

1,336,424

1,117,729

Net income

 

10,335,634

4,229,126

6,106,508

Net (income) loss attributable to noncontrolling interests

 

(46,673)

(12,085)

(34,588)

Net income attributable to Reservoir Holdings Inc.

 

10,288,961

4,217,041

6,071,920

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, Continental Stock Transfer & Trust Company actingthe following:

the historical audited financial statements of Reservoir as of and for the years ended March 31, 2021 and 2020 and the related notes, contained elsewhere in this prospectus;
the historical unaudited condensed consolidated financial statements of Reservoir as of December 31, 2020 and the related notes, contained elsewhere in this prospectus; and
ROCC’s audited statement of operations for the year ended December 31, 2020 and the related notes, contained elsewhere in this prospectus.

37

ROCC’s fiscal year-end is December 31 while Reservoir’s fiscal year-end is March 31. In order for the year end pro forma results to be comparable, the Reservoir’s twelve-month period ended December 31, 2020 was calculated as trustee. Except asfollows:

3 mos. ended 3/31/20

[B] 3 mos.

[A]

[i]

[ii]

March 31,

[C] = [A] + [B]

9 mos. ended

    

FYE March 31,

9 mos. ended

2020 =

12 mos. ended

    

12/31/20

    

2020

    

12/31/19

    

[i] – [ii]

    

12/31/20

 

$

Revenues

 

56,184,190

63,238,672

40,310,420

 

22,928,252

 

79,112,442

Costs and expenses:

 

  

  

  

 

  

 

  

Cost of revenue

 

23,819,732

27,305,489

16,792,635

 

10,512,854

 

34,332,586

Amortization and depreciation

 

10,447,015

8,423,197

5,862,960

 

2,560,237

 

13,007,252

Administration expenses

 

10,400,158

12,032,673

9,376,283

 

2,656,390

 

13,056,548

Total costs and expenses

 

44,666,905

47,761,359

32,031,878

 

15,729,481

 

60,396,386

Operating Income

 

11,517,285

15,477,313

8,278,542

 

7,198,771

 

18,716,056

Interest expense

 

(6,667,917)

(6,463,381)

(4,520,935)

 

(1,942,446)

 

(8,610,363)

(Loss) gain on foreign exchange

 

(549,708)

30,700

21,439

 

9,261

 

(540,447)

Gain (loss) on fair value of swaps

 

1,259,738

(5,555,702)

(869,274)

 

(4,686,428)

 

(3,426,690)

Interest and other income

 

6,152

76,894

27,910

 

48,984

 

55,136

Gain on retirement of RMM Issuer debt

 

10,644,084

10,644,084

 

 

Income before income taxes

 

5,565,550

14,209,908

13,581,766

 

628,142

 

6,193,692

Income tax expense

 

1,336,424

4,199,141

3,107,601

 

1,091,540

 

2,427,964

Net income

 

4,229,126

10,010,767

10,474,165

 

(463,398)

 

3,765,728

Net loss attributable to noncontrolling interests

 

(12,085)

47,027

 

47,027

 

34,942

Net income attributable to Reservoir Holdings Inc.

 

4,217,041

10,057,794

10,474,165

 

(416,371)

 

3,800,670

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in this prospectus, these fundsthe accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will notdiffer from the pro forma adjustments and it is possible the difference may be released to us until the earliermaterial. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the completion of our initial business combination and our redemptionsignificant effects of the public shares upon our failureBusiness Combination based on information available to consummate a business combination withinmanagement at the required period.

time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The underwritersunaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are offering the units on a firm commitment basis. Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, acting as joint representativesthey indicative of the underwriters, expect to deliverfuture consolidated results of operations or financial position of the units to purchasers on or about [    ], 2020.

Joint Book-Running Managers

Roth Capital PartnersCraig-Hallum Capital Group

The datepost-combination company. They should be read in conjunction with the historical financial statements and notes thereto of this prospectus is        , 2020

ROTH CH ACQUISITION II CO.

TABLE OF CONTENTS

Page
SUMMARY1
SUMMARY FINANCIAL DATA17
RISK FACTORS18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS37
USE OF PROCEEDS38
DIVIDEND POLICY40
DILUTION40
CAPITALIZATION41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS42
PROPOSED BUSINESS45
MANAGEMENT63
PRINCIPAL STOCKHOLDERS71
CERTAIN TRANSACTIONS73
DESCRIPTION OF SECURITIES76
SECURITIES ELIGIBLE FOR FUTURE SALE80
UNDERWRITING (CONFLICTS OF INTEREST)81
LEGAL MATTERS84
EXPERTS84
WHERE YOU CAN FIND ADDITIONAL INFORMATION84
INDEX TO FINANCIAL STATEMENTSF-1
PLAN OF DISTRIBUTIONA-9

i

SUMMARY

This summary only highlights the more detailed information appearingReservoir and ROCC included elsewhere in this prospectus. As

3.    Accounting for the Business Combination

The Business Combination represents a reverse merger and is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCC is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the consummation of the Business Combination, the Reservoir stockholders will have a summary, it does not containmajority of the voting power of the Combined Company,

38

Reservoir will comprise all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, includingongoing operations of the information under “Risk Factors”Combined Company, Reservoir will control a majority of the governing body of the Combined Company, and our financial statementsReservoir’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Reservoir issuing shares for the net assets of ROCC, accompanied by a recapitalization. The net assets of Reservoir will be stated at historical cost. No goodwill or other intangible assets will be recorded. Operations following the consummation of the Business Combination will be those of Reservoir.

4.    Shares of ROCC Common Stock issued to the Reservoir Stockholders upon Consummation of the Business Combination and the related notes included elsewherePIPE Investment

Based on 145,560 shares of Reservoir Common Stock and 82,500 shares of Reservoir Preferred Stock outstanding immediately prior to the consummation of the Business Combination and the PIPE Investment, assuming closing occurred on March 31, 2021, and based on the estimated Exchange Ratio determined in this prospectus, before investing. Unless otherwise statedaccordance with the terms of the Merger Agreement of 196.0656, ROCC expects to issue approximately 44,714,705 shares of ROCC Common Stock in this prospectus:

the Business Combination, determined as follows:

·

“we,” “us” or “our company” refers

Reservoir Common Stock assumed outstanding prior to Roth CH Acquisition II Co.;the consummation of the Business Combination and the PIPE Investment

145,560

Assumed Exchange Ratio

196.0656

28,539,294

Reservoir Preferred Stock assumed outstanding prior to the consummation of the Business Combination and the PIPE Investment

82,500

Assumed Exchange Ratio

196.0656

16,175,411

Estimated shares of ROCC Common Stock issued to Reservoir Stockholders upon consummation of the Business Combination and the PIPE Investment

44,714,705

5.    Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2021

Reservoir and ROCC have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes

·(A)“initial stockholders” refersDerived from the audited consolidated balance sheet of Reservoir as of March 31, 2021.
(B)Derived from the unaudited condensed balance sheet of ROCC as of March 31, 2021.

Pro forma adjustments

a)To reflect Reservoir preferred stockholders conversion of their Reservoir Preferred Stock to all of our stockholdersReservoir Common Stock immediately prior to the dateconsummation of this prospectus, including our officersthe Business Combination.
b)To reflect the exchange of existing Reservoir Common Stock for new ROCC Common Stock in accordance with the Merger Agreement.
c)Cash in Trust Account.
1.To reflect the release of cash held in the Trust Account to Cash and directorsCash Equivalents assuming no ROCC public stockholders exercise their right to have their Public Shares redeemed for their pro rata share of the Trust Account. Also, to reflect the reclassification, in Scenario 1, which assumes no ROCC common

39

stockholders exercise their redemption rights, of ROCC Common Stock subject to redemption of $110.6 million to permanent equity.

2.

To reflect, in Scenario 2, the assumption that ROCC’s public stockholders exercise their redemption rights with respect to a maximum 10.6 million shares of ROCC Common Stock prior to the extent they hold such shares;

·“founder shares”consummation of the Business Combination at a redemption price of approximately $10.40 per share (including earnings on the Trust Account balance), or “insider shares” refers to the 2,875,000$110.6 million in cash. The $110.6 million or 10.6 million shares of common stock (including up torepresents the maximum redemption amount providing for a minimum net tangible asset value of $5.0 million upon a consummation of the Business Combination and the PIPE Investment on March 31, 2021.

d)To reflect the issuance of an aggregate of 375,00015.0 million shares of common stock subjectROCC Common Stock at $10.00 per share, less approximately $5.8 million of issue expenses, in the PIPE Investment. The issue expenses of approximately $5.8 million were accrued and reflected in Additional Paid-In Capital.
e)To reflect the replacement of $18.5 million outstanding of the existing Reservoir term loan by increasing borrowing capacity under the New Senior Credit Facility, which is required to forfeitureclose upon the consummation of the Business Combination. The Secured line of credit was increased by $18.5 million to a limit of $248.8 million. Because the extent thatsecured line of credit does not have required principal payments, the underwriters’ over-allotment optionCurrent portion of loans and secured notes payable is reclassified to New Senior Credit Facility. The change in interest rate is expected to result in an immaterial change to interest expense and is not exercisedadjusted in full orthe pro forma statements.
f)To reflect the payment of ROCC’s and Reservoir’s total estimated advisory, legal, and other professional fees of approximately $13.9 million that are deemed to be direct and incremental costs of the Business Combination. The payment of approximately $13.9 million was accrued and reflected in part) held by our initial stockholders, officers, directors and affiliatesAdditional Paid-In Capital.
g)To reclassify the Accumulated Deficit of our management team;ROCC to Additional Paid-In Capital.

6.    Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2021 and year ended December 31, 2020

ROCC and Reservoir did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of ROCC’s shares outstanding at the consummation of the Business Combination and the PIPE Investment, assuming the Business Combination and the PIPE Investment occurred on January 1, 2020.

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes:

·(A)“private units” refersDerived from the audited consolidated statements of operations of Reservoir for the years ended March 31, 2021 and 2020, and the unaudited condensed consolidated statements of income of Reservoir for the nine months ended December 31, 2020 and 2019.
(B)Derived from the unaudited condensed statements of operations of ROCC for the three months ended March 31, 2021 and the audited statement of operations for the year ended December 31, 2020.

40

Pro forma adjustments:

a)To reflect acceleration of stock-based compensation to the units we are selling privately to our initial stockholdersReservoir triggered upon consummation of this offering;the Business Combination.

·b)To reflect an adjustment to eliminate the term “public stockholders” meansinterest earned and unrealized gain on marketable securities held in the holdersTrust Account of shares of common stock which are being sold as partROCC for the benefit of the units in this public offering, or “public shares,” whether they are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders will not have conversion or tender rights with respect to any public shares they own);redeeming ROCC stockholders.

·c)“Roth” refers to Roth Capital Partners, LLC;

·“Craig-Hallum” refers to Craig-Hallum Capital Group LLC;As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for pro forma basic and

·the information in this prospectus diluted net income per share assumes that the underwriters will not exercise their over-allotment option (unless otherwise indicated).shares issuable in connection with the Business Combination and the PIPE Investment have been outstanding for the entirety of the periods presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period. Pro forma weighted common shares outstanding — basic and diluted for the three months ended March 31, 2021 and the twelve months ended December 31, 2020 are calculated as follows:

3 Months Ended 

Year Ended 

March 31, 2021

December 31, 2020

    

Scenario 1 

    

Scenario 2 

    

Scenario 1 

    

Scenario 2 

Combined 

Combined 

Combined 

Combined 

(Assuming No 

(Assuming 

(Assuming No 

(Assuming 

Additional 

Maximum 

Additional 

Maximum 

Redemptions 

Redemptions 

Redemptions 

Redemptions 

Into Cash)

Into Cash)

Into Cash)

Into Cash)

Weighted-average common shares outstanding, basic and diluted:

 

  

 

  

 

  

 

  

Reservoir Holdings, Inc. weighted average shares outstanding(1)

 

228,060

 

228,060

 

225,629

 

225,629

Reservoir Holdings, Inc. shares of common stock surrendered and cancelled at acquisition

 

(228,060)

 

(228,060)

 

(225,629)

 

(225,629)

Roth CH Acquisition II, Inc. shares not subject to redemption(2)

 

3,586,137

 

3,586,137

 

3,561,384

 

3,561,384

Roth CH Acquisition II, Inc. shares subject to redemption reclassified to equity

 

11,063,863

 

428,169

 

11,088,616

 

414,925

Sale of additional Roth CH Acquisition II, Inc. shares in conjunction with the Recapitalization

 

15,000,000

 

15,000,000

 

15,000,000

 

15,000,000

Shares issued to Reservoir Holdings, Inc. in recapitalization

 

44,714,705

 

44,714,705

 

44,714,705

 

44,714,705

Weighted-average common shares outstanding, basic and diluted:

 

74,364,705

 

63,729,011

 

74,364,705

 

63,691,014

(1)Derived from the historical financial statements for the three months ended March 31, 2021 and twelve months ended December 31, 2020.
(2)Derived from the historical financial statements for the three months ended March 31, 2021 and twelve months ended December 31, 2020.

41

COMPARATIVE PER SHARE INFORMATION

The following table sets forth historical comparative share information for ROCC and Reservoir and unaudited pro forma combined per share information of the Combined Company after giving effect to the Business Combination, assuming two redemption scenarios as follows:

Assuming No Redemptions — this scenario assumes that no shares of ROCC Common Stock are redeemed in connection with the consummation of the Business Combination; and
Assuming Maximum Redemptions — this scenario assumes that 10,635,694 of the 11,063,863 shares of ROCC Common Stock are redeemed, resulting in an aggregate payment of approximately $110.6 million from the Trust Account, which is the maximum possible redemption of the outstanding ROCC Common Stock in order for ROCC to satisfy the minimum amount of net tangible assets of $5,000,001 remaining after the consummation of the Business Combination.

The unaudited pro forma book value information reflects the Business Combination and the PIPE Investment as if they had been consummated on March 31, 2021. The weighted average shares outstanding and earnings (loss) per share information reflects the Business Combination and the PIPE Investment as if they had been consummated on January 1, 2020, the beginning of the earliest period presented.

The comparative per share information is derived from, and should be read in conjunction with, “Unaudited Pro Forma Condensed Combined Financial Information,” including the accompanying notes, contained elsewhere in this prospectus. In addition, the comparative per share information should be read in conjunction with “Selected Historical Financial Information of ROCC,” “Selected Historical Consolidated Financial Information of Reservoir” and ROCC’s financial statements and Reservoir’s consolidated financial statements, in each case, including the accompanying notes, contained elsewhere in this prospectus. The comparative per share information is presented for illustrative purposes only and is not necessarily indicative of actual or future financial condition or results of operations that would have been realized if the Business Combination and the PIPE Investment had been consummated as of the date indicated or will be realized upon the consummation of the Business Combination and the PIPE Investment.

Because ROCC’s fiscal year-end is December 31 and Reservoir’s fiscal year-end is March 31, in order for the comparative per share information for the three months ended March 31, 2021 and the year ended December 31, 2020 to be comparable, (x) Reservoir’s three-month period ended March 31, 2021 and (y) Reservoir’s twelve-month period

42

ended December 31, 2020 were calculated as described under “Unaudited Pro Forma Condensed Combined Financial Information.”

Unaudited Combined

Pro Forma

    

Reservoir

    

ROCC

    

(Assuming

    

(Assuming Maximum

(Historical)

(Historical)

No Redemptions)

Redemptions)

As of and for the three months ended March 31,2021(1)

 

  

 

  

 

  

 

  

Book value per share(2)

$

785.61

$

1.39

$

5.94

$

5.20

Weighted average shares outstanding of common stock — basic

 

145,560

 

3,561,384

 

74,364,705

 

63,729,011

Weighted average shares outstanding of common stock — diluted

 

228,060

 

3,561,384

 

74,364,705

 

63,729,011

Earnings (loss) per share of common stock — basic

$

26.62

$

(0.07)

$

0.08

$

0.09

Earnings (loss) per share of common stock — diluted

$

26.62

$

(0.07)

$

0.08

$

0.09

As of and for the year ended December 31, 2020(1)

 

  

 

  

 

  

 

  

Book value per share(2)

$

739.57

$

1.40

$

5.86

$

5.10

Weighted average shares outstanding of common stock — basic

 

143,252

 

2,545,512

 

74,364,705

 

63,691,014

Weighted average shares outstanding of common stock — diluted

 

225,629

 

2,545,512

 

74,364,705

 

63,691,014

Earnings (loss) per share of common stock — basic

 

16.84

 

(0.05)

$

0.04

$

0.05

Earnings (loss) per share of common stock — diluted

 

16.84

 

(0.05)

$

0.04

$

0.05

(1)No cash dividends were declared during the periods presented.
(2)Book value per share = total equity excluding convertible preferred shares / shares outstanding. ROCC’s historical shares outstanding exclude the shares subject to redemption as of March 31, 2021 or December 31, 2020, as applicable.

43

RHI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Reservoir’s financial condition and results of operations should be read in conjunction with Reservoir’s consolidated financial statements, including the accompanying notes, contained elsewhere in this prospectus. Certain financial information contained in this prospectus has been roundedthe discussion and analysis set forth below includes forward-looking statements. Reservoir’s actual results may differ materially from those anticipated in these forward-looking statements as a result certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate tomany factors, including those totals.

Shareset forth under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and per share amounts reflect a dividend of 43,125 shares for each share of our common stock outstanding that took place on June 29, 2020.

You should rely only on the information containedelsewhere in this prospectus. We have not,Unless the context otherwise requires, the terms “we,” “us,” “our,” “RHI and the underwriters have not, authorized anyoneReservoir” refer collectively to provide you with different information. We are not,Reservoir Holdings, Inc. and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.its consolidated subsidiaries.

Introduction

General

We are a blank check company formedReservoir was incorporated on April 23, 2019 under the laws of the State of Delaware on February 13, 2019. We were formed for the sole purpose of enteringserving as the holding company of Reservoir Media Management. On that date, a reorganization transaction was completed, whereby Reservoir Media Management’s sole stockholder contributed 100% of its equity interests in Reservoir Media Management to Reservoir in exchange for 100% of Reservoir’s common stock, and Reservoir Media Management became a wholly-owned subsidiary of Reservoir. Since Reservoir and Reservoir Media Management were entities under common control, this exchange of common stock resulted in a change in reporting entity with the retrospective combination of Reservoir and Reservoir Media Management for all periods presented as if the combination had been in effect since the inception of common control. As Reservoir had no assets or operations prior to its formation and the reorganization transaction, the historical financial statements of Reservoir Media Management are presented as the historical financial statements of the combined entity.

Reservoir Media Management commenced operations on April 27, 2007, and the activities of Reservoir Media Management are organized into a merger, share exchange, assettwo operating segments: Music Publishing and Recorded Music. Operations of the Music Publishing segment involve the acquisition stock purchase, recapitalization, reorganization or other similar business combination,of interests in music catalogs from which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. To date, our efforts have been limited to organizational activitiesroyalties are earned as well as signing songwriters to exclusive agreements which give Reservoir an interest in the future delivery of songs. Operations of the Recorded Music segment involve the discovery and development of recording artists and the marketing, distribution, sale and licensing of the music catalogs.

Reservoir is a holding company that conducts substantially all of its business operations through Reservoir Media Management and Reservoir Media Management’s subsidiaries.

This management’s discussion and analysis of financial condition and results of operations is provided as a supplement to the consolidated financial statements, and the accompanying notes thereto, contained elsewhere in this prospectus, to help provide an understanding of our financial condition and results of operations. This management’s discussion and analysis of financial condition and results of operations is organized as follows:

Business overview. This section provides a general description of our business, as well as a discussion of factors that we believe are important in understanding our results of operations and comparability and in anticipating future trends.
Results of operations. This section provides an analysis of our results of operations for the fiscal years ended March 31, 2021 and March 31, 2020. This analysis is presented on both a consolidated and segment basis.
Liquidity and capital resources. This section provides an analysis of our cash flows for the fiscal years ended March 31, 2021 and March 31, 2020, as well as a discussion of our liquidity and capital resources as of March 31, 2021. The discussion of our liquidity and capital resources includes recent debt financings and a summary of the key debt covenant compliance measures under our debt agreements.
Critical accounting policies. This section identifies those accounting policies that are considered important to Reservoir’s results of operations and financial condition, require significant judgement and/or involve significant management estimates. Reservoir’s significant accounting policies, including those considered to be

44

critical accounting policies, are summarized in Note 2 to the consolidated financial statements for the fiscal years ended March 31, 2021 and March 31, 2020, in each case, contained elsewhere in this prospectus.

Use of OIBDA

We evaluate our operating performance based on several factors, including our primary financial measure of operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“OIBDA”). We consider OIBDA to be an important indicator of the operational strengths and performance of our businesses and believe this non-GAAP measure provides useful information to investors because it removes the significant impact of amortization from our results of operations. However, a limitation of the use of OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businesses and other non-operating income (loss). Accordingly, OIBDA should be considered in addition to, not as a substitute for, operating income (loss), net income (loss) attributable to Reservoir and other measures of financial performance reported in accordance with GAAP. In addition, our definition of OIBDA may differ from similarly titled measures used by other companies. A reconciliation of consolidated OIBDA to operating income (loss) and net income (loss) attributable to Reservoir is provided in “—Results of Operations.”

Business Overview and Recent Developments

We are an independent music company operating in music publishing and recorded music. We represent over 130,000 copyrights in our publishing business and over 30,000 master recordings in our recorded music business. Both of our business areas are populated with hit songs dating back to the early 1900s representing an array of artists across genre and geography. We classify our business interests into two fundamental operations: Music Publishing and Recorded Music. A brief description of each of those operations is presented below.

Components of Our Results of Operations

Music Publishing Operations

Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing, and administering the creative output of a songwriter, or engaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions.

The operations of our Music Publishing business are conducted principally through Reservoir Media Management, our global music publishing company headquartered in New York City, with operations in multiple countries through various subsidiaries, affiliates, and non-affiliated licensees and sub-publishers. We own or control rights to more than 130,000 musical compositions, including numerous pop hits, American standards, folk songs, and motion picture and theatrical compositions. Assembled over many years, our current award-winning active songwriters exceed 100, while the catalog includes over 5,000 clients representing a diverse range of genres, including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative, and gospel.

Music Publishing revenues are derived from five main sources:

Performance:   the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations (e.g., bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs), and performance of music in staged theatrical productions;
Digital:   the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services and other digital music services;
Mechanical:   the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any machine readable format or configuration such as streaming, downloads, vinyl, CDs and DVDs;

45

Synchronization:   the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games as well as from other uses such as YouTube and other digital media platforms such as TikTok and Peloton; and
Other:   the rightsholder receives revenues for use in sheet music and other uses.

The principal costs associated with our Music Publishing business are as follows:

Writer royalties and other publishing costs:   the artist and repertoire (“A&R”) costs associated with (i) paying royalties to songwriters, co-publishers, and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters; and
Administration expenses:   the costs associated with general overhead, and other administrative expenses, as well as selling and marketing.

Recorded Music Operations

Our Recorded Music business consists of three primary areas of sound recording ownership. First is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from Current Artists that we own and control. This is a new area of focus for Reservoir and does not yet produce significant revenue. The second is the active marketing, promotion, distribution, sale and license of previously recorded and subsequently acquired Catalog recordings. The third is acquisition of full or partial interests in existing record labels, sound recording catalogs, or income rights to a royalty stream associated with an established recording artist or producer contract in connection with existing sound recordings. Acquisition of these income participation interests are typically in connection with recordings that are owned, controlled, and marketed by other record labels.

Our Current Artist and Catalog recorded music businesses are both primarily handled by our Chrysalis Records label based in London. In the United States, we manage some select Catalog recorded music under our Philly Groove Records and Reservoir Records labels. We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, and an interest in the Loud Records catalog containing recordings by the Wu Tang Clan. Our core Catalog includes recordings by artists such as Sinéad O’Connor, The Specials, Generation X, and The Waterboys.

Our Current Artist and Catalog recorded music distribution is handled by a network of distribution partners. Chrysalis Records Catalog releases are distributed through AWAL while our Chrysalis Records Current Artist releases are distributed through PIAS. Both of these distributors market, distribute and sell products of independent labels and artists to digital music services, retail and wholesale distributors, and various distribution centers and ventures operating internationally. AWAL and PIAS use select physical product distributors to sell our CDs and vinyl. Such distributors include ADA and Alliance. We also distribute select recordings and video products directly to digital music services through licenses we secure via our membership with MERLIN. MERLIN is one of the top global digital rights agencies in the world negotiating licenses on behalf of many independent record labels, distributors, and other music rights holders.

Through our distribution network, our music is being sold in physical retail outlets as well as in physical form to online physical retailers, such as amazon.com, and distributed in digital form to an expanding universe of digital partners, including streaming services such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services such as iHeart Radio and SiriusXM, and download services. We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton and social media outlets such as Facebook, Instagram, TikTok and Triller.

46

Recorded Music revenues are derived from four main sources:

Digital:   the rightsholder receives revenues with respect to streaming and download services;
Physical:   the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs;
Synchronization:   the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games; and
Neighboring Rights:   the rightsholder also receives royalties if sound recordings are performed publicly through broadcast of music on television, radio, and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs.

The principal costs associated with our Recorded Music business are as follows:

Artist royalties and other recorded costs:   the A&R costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions, (ii) signing and developing recording artists and (iii) creating master recordings in the studio; and product costs to manufacture, package and distribute products to wholesale and retail distribution outlets; and
Administration expenses:   the costs associated with general overhead and other administrative expenses as well as the costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support.

Business Combination

On April 14, 2021, Reservoir entered into a definitive merger agreement with ROCC, a publicly traded special purpose acquisition company with $115 million in the Trust Account. The transaction was funded by a combination of ROCC’s cash held in the Trust Account (after any redemptions by its public stockholders in connection with consummation of the Business Combination), a full equity roll-over from existing Reservoir’s stockholders and proceeds from the PIPE Investment in the amount of $150 million of ROCC Common Stock at $10.00 per share that closed concurrently with the consummation of the Business Combination. The board of directors of Reservoir and the ROCC Board have unanimously approved the Business Combination. The Business Combination was approved by the ROCC’s stockholders on July 27, 2021 and was consummated on July 28, 2021 and will be accounted for as a reverse recapitalization, with Reservoir determined to be the accounting acquirer.

COVID-19 Pandemic

In January 2020, a new strain of coronavirus, COVID-19, was identified in Wuhan, China. On March 11, 2020, the World Health Organization declared a global pandemic. The global pandemic and governmental responses thereto have disrupted physical and manufacturing supply chains and required the closures of physical retailers. Additionally, stay-at-home orders, limited indoor and outdoor gatherings and other restrictions have negatively affected our business in other ways, such as, making it impossible to hold live concert tours, delaying the release of new recordings and disrupting the production and release of motion pictures and television programs. However, the disruption from the COVID-19 pandemic may have accelerated growth of other revenue streams such as fitness and interactive gaming (including augmented reality and virtual reality).

Government-imposed restrictions and general behavioral changes in response to the COVID-19 pandemic adversely affected our results of operations for the fiscal year ended March 31, 2021. This included performance revenue generated from retail, restaurants, bars, gyms and live shows, synchronization revenue, and the release schedule of physical products. This also included reduced expenses related to travel and entertainment.

47

Factors Affecting Results of Operations and Comparability

Investment in Acquisitions and Signings

Throughout Reservoir’s history, we have constantly acquired new assets and subsidiaries and signed new writers and more recently new recording artists. These investing activities have had the largest impact on our growth over time. Reservoir has also invested in its operations to create a platform for the Music Publishing and Recorded Music segments to scale and grow. The most significant acquisitions of size during the fiscal years ended March 31, 2021 and March 31, 2020, were as follows:

On June 5, 2019, we acquired 100% of the equity of Blue Raincoat Music Ltd, a UK operating company, which owns 100% of Chrysalis Records Ltd, a UK recorded music company, through a stock purchase agreement, which brought an iconic record label, recorded music platform, and catalog into Reservoir.
On January 15, 2020, we acquired, through three mainly identical asset purchase agreements, all the music assets of three entities doing business as Hearts Bluff in the United States, which included a diverse catalog of primarily music publishing rights, both writer and publisher share, as well as some recorded music rights, and producer rights.
On April 13, 2020, we acquired, through an asset purchase agreement, all the music assets of three entities doing business as Shapiro, Bernstein & Co, a century old United States music publishing company, which included a diverse catalog of primarily music publishing rights and some ancillary rights. The investment also included the acquisition, through a share purchase agreement, of Shapiro, Bernstein & Co. Limited, a UK company, which enabled us to take advantage of an at source network of collections across Europe.
On June 29, 2020, we acquired, through an asset purchase agreement, all the music publishing assets of the estate of Bob Crewe, which included writer share and publisher share of his diverse music catalog.

48

Results of Operations

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Consolidated Results

Income Statement

Our income statement was composed of the following amounts (in thousands):

For the Fiscal Year

 

Ended

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Revenues

 

81,778

 

63,239

 

18,539

 

29

%

Costs and expenses:

 

  

 

  

 

  

 

  

Cost of revenue

 

32,992

 

27,305

 

5,687

 

21

%

Amortization and depreciation

 

14,129

 

8,423

 

5,706

 

68

%

Administration expenses

 

14,986

 

12,033

 

2,953

 

25

%

Total costs and expenses

 

62,107

 

47,761

 

14,346

 

30

%

Operating Income

 

19,671

 

15,477

 

4,194

 

27

%

Interest expense

 

(8,972)

 

(6,463)

 

(2,509)

 

39

%

(Loss) Gain on foreign exchange

 

(911)

 

31

 

(942)

 

N/A

%

Gain (Loss) on fair value of swaps

 

2,988

 

(5,556)

 

8,544

 

(154)

%

Interest and other income

 

13

 

77

 

(64)

 

(83)

%

Gain on retirement of RMM Issuer debt

 

 

10,644

 

(10,644)

 

N/A

%

Income before income taxes

 

12,790

 

14,210

 

(1,420)

 

(10)

%

Income tax expense

 

2,454

 

4,199

 

(1,745)

 

(42)

%

Net income

 

10,336

 

10,011

 

325

 

3

%

Net loss attributable to noncontrolling interests

 

(47)

 

47

 

(94)

 

N/A

%

Net income attributable to Reservoir Holdings Inc.

 

10,289

 

10,058

 

231

 

2

%

49

Revenues

Our revenues were composed of the following amounts (in thousands):

For the Fiscal Year

 

Ended

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Revenue by Type

Performance

$

16,515

$

13,656

$

2,859

 

21

%

Digital

 

35,028

 

28,798

 

6,230

 

22

%

Mechanical

 

3,050

 

2,473

 

577

 

23

%

Synchronization

 

9,891

 

6,892

 

2,999

 

44

%

Other

 

2,607

 

2,124

 

483

 

23

%

Total Music Publishing

 

67,091

 

53,942

 

13,149

 

24

%

Digital

 

7,603

 

4,569

 

3,034

 

66

%

Physical

 

3,963

 

1,432

 

2,531

 

177

%

Synchronization

 

492

 

1,385

 

(893)

 

(64)

%

Neighboring rights

 

1,537

 

1,642

 

(105)

 

(6)

%

Total Recorded Music

 

13,595

 

9,028

 

4,567

 

51

%

Other revenue

 

1,092

 

268

 

824

 

307

%

Total Revenue

$

81,778

$

63,239

$

18,539

 

29

%

Revenue by Geographical Location

 

  

 

  

 

  

 

  

U.S. Music Publishing

$

34,683

$

30,803

$

3,880

 

13

%

U.S. Recorded Music

 

4,892

 

3,476

 

1,416

 

41

%

U.S. Other Revenue

 

1,092

 

268

 

824

 

307

%

Total U.S.

 

40,667

 

34,547

 

6,120

 

18

%

International Music Publishing

 

32,408

 

23,139

 

9,269

 

40

%

International Recorded Music

 

8,703

 

5,553

 

3,150

 

57

%

Total International

 

41,111

 

28,692

 

12,419

 

43

%

Total Revenue

$

81,778

$

63,239

$

18,539

 

29

%

Total Revenues

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Total revenues increased by $18,539 thousand, or 29%, to $81,778 thousand for the fiscal year ended March 31, 2021 from $63,239 thousand for the fiscal year ended March 31, 2020. Music Publishing revenues represented 82% and 85% of total revenues for the fiscal years ended March 31, 2021 and March 31, 2020, respectively. Recorded Music revenues represented 17% and 14% of total revenues for the fiscal years ended March 31, 2021 and March 31, 2020, respectively. U.S. and international revenues represented 50% each of total revenues for the fiscal year ended March 31, 2021, and 55% and 45% of total revenues for the fiscal year ended March 31, 2020, respectively.

Total digital revenues increased by $9,264 thousand, or 28%, to $42,631 thousand for the fiscal year ended March 31, 2021 from $33,367 thousand for the fiscal year ended March 31, 2020. Total digital revenues represented 52% and 53% of consolidated revenues for the fiscal years ended March 31, 2021 and March 31, 2020, respectively. The increase in digital revenue as a percentage of consolidated revenue is due to the continued growth in revenue at the music streaming services.

Music Publishing revenues increased by $13,149 thousand, or 24%, to $67,091 thousand for the fiscal year ended March 31, 2021 from $53,942 thousand for the fiscal year ended March 31, 2020. U.S. Music Publishing revenues were $34,683 thousand, or 52% of consolidated Music Publishing revenues for the fiscal year ended March 31, 2021, and $30,803 thousand, or 57% of consolidated Music Publishing revenues for the fiscal year ended March 31, 2020. International Music Publishing revenues were $32,408 thousand, or 48% of consolidated Music Publishing revenues for

50

the fiscal year ended March 31, 2021, and $23,139 thousand, or 43% of consolidated Music Publishing revenues for the fiscal year ended March 31, 2020.

The overall increase in Music Publishing revenue was mainly driven by acquisitions of catalogs such as Hearts Bluff in January 2020, Shapiro Bernstein in April, 2020, and Bob Crewe in June 2020 which contributed $2,218 thousand, $6,810 thousand, and $545 thousand to revenue growth from fiscal year March 31, 2021 compared to March 31, 2020, respectively. These acquisitions, along with revenue from the existing writer roster, led to an increase in digital revenue of $6,230 thousand or 22%, performance revenue of $2,859 thousand or 21%, mechanical revenue of $577 thousand or 23%, synchronization revenue of $2,999 thousand, or 44%, and other revenue of $483 thousand, or 23%. The increase in digital revenue partially reflects the continued shift to streaming services for music consumption, while the increase in performance, mechanical, synchronization, and other revenue reflects the results of these acquisitions and existing writer roster.

Recorded Music revenues increased by $4,567 thousand, or 51%, to $13,595 thousand for the fiscal year ended March 31, 2021 from $9,028 thousand for the fiscal year ended March 31, 2020. U.S. Recorded Music revenues were $4,892 thousand and $3,476 thousand, or 36% and 39% of consolidated Recorded Music revenues for the fiscal years ended March 31, 2021 and March 31, 2020, respectively. International Recorded Music revenues were $8,703 thousand and $5,553 thousand, or 64% and 62% of consolidated Recorded Music revenues for the fiscal years ended March 31, 2021 and March 31, 2020, respectively.

The overall increase in Recorded Music revenue was driven primarily by the acquisition of Blue Raincoat Music Ltd (its subsidiary Chrysalis Records Ltd) in June of 2019, which contributed $9,884 thousand and $6,617 thousand to Recorded Music revenue from fiscal year March 31, 2021 compared to March 31, 2020, respectively. Digital revenue increased by $3,034 thousand primarily due to this offering. acquisition and because of the continued growth at music streaming services. Physical revenue increased by $2,531 thousand primarily due to this acquisition. Synchronization revenue decreased by $893 thousand primarily due the impact of COVID 19. Neighboring rights revenue decreased by $105 thousand primarily due to the collection of historical royalties from performing rights societies in the Fiscal year ended March 31, 2020.

Revenue by Geographical Location

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

U.S. revenue increased by $6,120 thousand, or 18%, to $40,667 thousand for the fiscal year ended March 31, 2021 from $34,547 thousand for the fiscal year ended March 31, 2020. U.S. Music Publishing revenue increased by $3,880 thousand or 13%. This was primarily driven by acquisitions of catalogs, writer signings, and the continued growth in music streaming. U.S. Recorded Music revenue increased by $1,416 thousand or 41%. This was primarily driven by acquisitions, and increases in U.S digital revenue, which increased due to the continued growth in streaming services.

International revenue increased by $12,419 thousand, or 43%, to $41,111 thousand for the fiscal year ended March 31, 2021 from $28,692 thousand for the fiscal year ended March 31, 2020. International Music Publishing revenue increased $9,269 thousand or 40%. This was primarily driven by acquisitions of catalogs, signings of writers, and increases in digital revenue, primarily due to growth in streaming. International Recorded Music revenue increased $3,150 thousand primarily due to acquisitions, and the continued growth of music streaming services.

51

Cost of revenues

Our cost of revenues was composed of the following amounts (in thousands):

For the Fiscal Year

 

Ended

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Writer royalties and other publishing costs

$

29,129

$

23,493

$

5,636

 

24

%

Artist royalties and other recorded costs

 

3,863

 

3,812

 

51

 

1

%

Total cost of revenues

$

32,992

$

27,305

$

5,687

 

21

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our cost of revenues increased by $5,687 thousand, or 21%, to $32,992 thousand for the fiscal year ended March 31, 2021 from $27,305 thousand for the fiscal year ended March 31, 2020. Cost of revenues as a percentage of revenues decreased to 40% for the fiscal year ended March 31, 2021 from 43% for the fiscal year ended March 31, 2020. Total cost of revenues as a percentage of revenues decreased primarily because of acquisitions catalogs with higher margins.

Writer royalties and other publishing costs increased by $5,636 thousand, or 24%, to $29,129 thousand for the fiscal year ended March 31, 2021 from $23,493 thousand for the fiscal year ended March 31, 2020. Writer royalties and other publishing costs as a percentage of music publishing revenues decreased to 43% for the fiscal year ended March 31, 2021 from 44% for the fiscal year ended March 31, 2020. The increase in margins is due to the change in the mix of earnings by type and what songwriting clients with their specific contractual royalty rates are contributing to the revenues.

Artist royalties and other recorded music costs increased by $51 thousand, or 1%, for the fiscal year ended March 31, 2021 from $3,812 thousand for the fiscal year ended March 31, 2020. Artist royalties and other recorded music costs as a percentage of recorded music revenues decreased to 28% for the fiscal year ended March 31, 2021 from 42% for the fiscal year ended March 31, 2020. This was driven by the acquisition of recorded music assets with higher margins.

Administration expenses

Our administration expenses are composed of the following amounts (in thousands):

For the Fiscal Year

 

Ended

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Administration expenses

$

14,986

$

12,033

$

2,953

 

25

%

Total administration expenses

$

14,986

$

12,033

$

2,953

 

25

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Total administration expenses increased by $2,953 thousand, or 25%, to $14,986 thousand for the fiscal year ended March 31, 2021 from $12,033 thousand for the fiscal year ended March 31, 2020. Expressed as a percentage of revenues, administration expenses decreased to 18% for the fiscal year ended March 31, 2021 from 19% for the fiscal year ended March 31, 2020. Despite the acquisition of offices and employees at Blue Raincoat Music Ltd. (its subsidiary Chrysalis Records Ltd), affiliate Blue Raincoat Artists Ltd., PopArabia FZ-LLC, margin after administration expenses increased.

52

Interest expense

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our interest expense increased by $2,509 thousand, or 39%, to $8,972 thousand for the fiscal year ended March 31, 2021 from $6,463 thousand for the fiscal year ended March 31, 2020. This was primarily driven by increased debt balances due to use of funds in catalog and business acquisitions, and writer signings, partially offset by a decline in LIBOR rates as well as lower interest rates as a result of refinancing transactions, the impact of which was in turn partially offset by interest rate swap hedges.

(Loss) Gain on foreign exchange

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

(Loss) gain on foreign exchange decreased by $942 thousand to a loss of $911 thousand for the fiscal year ended March 31, 2021 from a gain of $31 thousand for the fiscal year ended March 31, 2020. This change is due to fluctuations in the two foreign currencies we are directly exposed to, namely GBP and EUR.

Gain (loss) on fair value of swaps

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Gain (loss) on fair value of swaps increased by $8,544 thousand to a gain of $2,988 thousand for the fiscal year ended March 31, 2021 from a loss of $5,556 thousand for the fiscal year ended March 31, 2020. This change is due to a rising forward yield curve for LIBOR and the marking to market of our interest rate swap hedges.

Interest and other income

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our interest and other income decreased by $64 thousand, or 83%, to $13 thousand for the fiscal year ended March 31, 2021 from $77 thousand for the fiscal year ended March 31, 2020. This was primarily driven by a decline in cash on hand on average throughout the year and lower interest rates.

Gain on retirement of debt

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

We recorded a gain on retirement of debt in the amount of $10,644 thousand for the fiscal year ended March 31, 2020. See Note 7 to Reservoir’s consolidated financial statements for the years ended March 31, 2021 and 2020 for further discussion.

Income before income taxes

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our income before income taxes decreased by $1,420 thousand, or 10%, to a gain of $12,790 thousand for the fiscal year ended March 31, 2021 from income before income taxes of $14,210 thousand for the fiscal year ended March 31, 2020 as a result of the factors described above.

53

Income tax expense

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our income tax expense decreased by $1,745 thousand, or 42%, to $2,454 thousand for the fiscal year ended March 31, 2021 from $4,199 thousand for the fiscal year ended March 31, 2020. The net decrease in income tax expense primarily relates to a lower increase to deferred tax expense due to a change in tax rates for the fiscal year ended March 31, 2021 as compared to the impact for the fiscal year ended March 31, 2020. Also, income tax expense decreased for the fiscal year ended March 31, 2021 due to the tax effect of the decrease in income before taxes for the fiscal year ended March 31, 2021 versus March 31, 2020.

Net income

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our net income increased by $325 thousand, or 3%, to a gain of $10,336 thousand for the fiscal year ended March 31, 2021 from income of $10,011 thousand for the fiscal year ended March 31, 2020 as a result of the factors described above.

Noncontrolling interest

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Towards the end of the fiscal year ended March 31, 2020, RMM acquired a majority share in two different businesses (see Note 4 to Reservoir’s consolidated financial statements for the years ended March 31, 2020 for further discussion). There was $47 thousand of loss attributable to noncontrolling interests for the fiscal year ended March 31, 2021. There was $47 thousand of gain attributable to noncontrolling interests for the fiscal year ended March 31, 2020.

Reconciliation of Operating Income to OIBDA

We use OIBDA as our primary measure of financial performance. The following table reconciles operating income to OIBDA (in thousands):

For the Fiscal Year

 

Ended

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Operating income

$

19,671

$

15,477

$

4,194

 

27

%

Amortization expense

 

13,907

 

8,250

 

5,657

 

69

%

Depreciation expense

 

222

 

173

 

49

 

28

%

OIBDA

$

33,800

$

23,901

$

9,901

 

41

%

OIBDA

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our OIBDA increased by $9,901 thousand, or 41%, to $33,800 thousand for the fiscal year ended March 31, 2021 as compared to $23,901 thousand for the fiscal year ended March 31, 2020 primarily as a result of an increase in revenue of $18,539 thousand, partially offset by an increase in cost of revenue of $5,686 thousand, and an increase in administration expenses of $2,953 thousand. Expressed as a percentage of total revenue, OIBDA margin increased to 41% for the fiscal year ended March 31, 2021 from 38% for the fiscal year ended March 31, 2020.

54

Depreciation expense

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Our depreciation expense increased by $49 thousand, or 28%, to $222 thousand for the fiscal year ended March 31, 2021 from $173 thousand for the fiscal year ended March 31, 2020, primarily due to the increased capital expenditures around the acquisition of offices at Blue Raincoat Music Ltd (its subsidiary Chrysalis Records Ltd), and its affiliate Blue Raincoat Artists Ltd, and the acquisition of offices at PopArabia FZ-LLC.

Amortization expense

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Amortization expense increased by $5,657 thousand, or 69%, to $13,907 thousand for the fiscal year ended March 31, 2021 from $8,250 thousand for the fiscal year ended March 31, 2020, primarily due to the acquisition of additional music catalogs and music company purchases.

Business Segment Results

Revenues, operating income and OIBDA by business segment were as follows (in thousands):

For the Fiscal Year

Ended

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Music Publishing

  

  

  

  

 

Revenues

$

67,091

$

53,942

$

13,149

24

%

Operating income

 

15,075

 

13,637

 

1,438

11

%

OIBDA

 

26,867

 

20,290

 

6,577

32

%

Recorded Music

 

  

 

  

 

  

  

Revenues

 

13,595

 

9,028

 

4,567

51

%

Operating income

 

4,334

 

1,709

 

2,625

154

%

OIBDA

 

6,565

 

3,479

 

3,086

89

%

Other

 

  

 

  

 

  

  

Revenues

 

1,092

 

268

 

824

307

%

Operating income

 

262

 

132

 

130

100

%

OIBDA

 

368

 

132

 

236

181

%

Total

 

  

 

  

 

  

  

Revenues

 

81,778

 

63,239

 

18,539

29

%

Operating income

 

19,671

 

15,477

 

4,194

27

%

OIBDA

 

33,800

 

23,901

 

9,899

41

%

Music Publishing

Revenues

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Music Publishing revenues increased by $13,149 thousand, or 24%, to $67,091 thousand for the fiscal year ended March 31, 2021 from $53,942 thousand for the fiscal year ended March 31, 2020. The increase was primarily attributed to the increase in digital revenue from $28,798 thousand to $35,028 thousand, or 22%. Additionally, Performance, Mechanical, Synchronization, and Other revenues increased by 21%, 23%, 44% and 23%, respectively.

55

The overall increase in Music Publishing revenue was mainly driven by reasons described in the “— Total Revenues” and “— Revenue by Geographical Location” sections.

Cost of revenues

Music Publishing cost of revenues was composed of the following amounts (in thousands):

For the Fiscal Year

Ended

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Writer royalties and other publishing costs

$

29,129

$

23,493

$

5,636

24

%

Total cost of revenues

$

29,129

$

23,493

$

5,636

24

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Music Publishing cost of revenues increased by $5,636 thousand, or 24%, to $29,129 thousand for the fiscal year ended March 31, 2021 from $23,493 thousand for the fiscal year ended March 31, 2020. This increase is due primarily to acquisitions of catalogs and writer signings. Expressed as a percentage of Music Publishing revenue, Music Publishing cost of revenues decreased to 43% for the fiscal year ended March 31, 2021 from 44% for the fiscal year ended March 31, 2020. The increase in margins is due to the change in the mix of earnings by type and what songwriting clients with their specific contractual royalty rates are contributing to the revenues.

Administration expenses

Music Publishing administration expenses were comprised of the following amounts (in thousands):

For the Fiscal Year

Ended

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Administration expenses

$

11,095

$

10,159

$

936

9

%

Total administration expenses

$

11,095

$

10,159

$

936

9

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Music Publishing administration expenses increased by $936 thousand, or 9%, to $11,095 thousand for the fiscal year ended March 31, 2021 as compared to $10,159 thousand for the fiscal year ended March 31, 2020 This is primarily due to new hires, the acquisition of offices and employees at PopArabia FZ-LLC, and other administration expenses. Expressed as a percentage of Music Publishing revenues, Music Publishing administration expenses declined to 17% for the fiscal year ended March 31, 2021 from 19% for the fiscal year ended March 31, 2020.

Operating income and OIBDA

Music Publishing OIBDA includes the following amounts (in thousands):

For the Fiscal Year

Ended

    

March 31,

    

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Operating income

$

15,075

$

13,637

$

1,438

11

%

Depreciation and amortization

11,792

6,653

5,139

77

%

OIBDA

$

26,867

$

20,290

$

6,577

 

32

%

56

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Music Publishing OIBDA increased by $6,577 thousand, or 32%, to $26,867 thousand for the fiscal year ended March 31, 2021 from $20,290 thousand for the fiscal year ended March 31, 2020. Expressed as a percentage of Music Publishing revenues, Music Publishing OIBDA margin increased to 40% for the fiscal year ended March 31, 2021 from 38% for the fiscal year ended March 31, 2020. The increase in Music Publishing OIBDA can primarily be attributed to higher Music Publishing revenues, partially offset by higher cost of revenues as a percentage of revenue, and lower administration expenses as a percentage of revenue.

Music Publishing operating income increased by $1,438 thousand, or 11%, to $15,075 thousand for the fiscal year ended March 31, 2021 from $13,637 thousand for the fiscal year ended March 31, 2020 due to the factors that led to the increase in Music Publishing OIBDA noted above.

Recorded Music

Revenues

Fiscal Year Ended March 31, 2020 vs. Fiscal Year Ended March 31, 2019

Recorded Music revenues increased by $4,567 thousand, or 51%, to $13,595 thousand for the fiscal year ended March 31, 2021 from $9,028 thousand for the fiscal year ended March 31, 2020. The increase was primarily attributed to the increase in digital revenue from $4,569 thousand to $7,603 thousand, or 66%. Additionally, Physical revenues increased by 177%, while Synchronization, and Neighboring Rights revenues fell by 65%, and 6%, respectively.

The overall increase in Recorded Music revenue was driven reasons described in the “— Total Revenues” and “— Revenue by Geographical Location” sections. Specifically, the increase in Recorded Music revenue was driven by the acquisition of Blue Raincoat Music Ltd (its subsidiary Chrysalis Records Ltd) in June of 2019 which generated $9,884 thousand in revenue in the fiscal year ended March 31, 2021 compared to $6,865 thousand in revenue in the fiscal year ended March 31, 2020.

Cost of revenues

Recorded Music cost of revenues was composed of the following amounts (in thousands):

    

For the Fiscal Year

    

    

    

 

 Ended 

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Artist royalties and other recorded music costs

$

3,863

$

3,812

$

51

 

1

%

Total cost of revenues

$

3,863

$

3,812

$

51

 

1

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Recorded Music cost of revenues increased by $51 thousand, or 1%, to $3,863 thousand for the fiscal year ended March 31, 2021 from $3,812 thousand for the fiscal year ended March 31, 2020. Expressed as a percentage of Recorded Music revenue, cost of revenues decreased to 28% for the fiscal year ended March 31, 2021 from 42% for the fiscal year ended March 31, 2020. This was driven by the acquisition of recorded music assets with higher margins.

57

Administration expenses

Recorded Music administration expenses were composed of the following amounts (in thousands):

    

For the Fiscal Year

    

    

    

    

 

 Ended 

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Administration expenses

$

3,167

$

1,738

$

1,429

 

82

%

Total administration expenses

$

3,167

$

1,738

$

1,429

 

82

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Recorded Music administration expenses increased to $3,167 thousand for the fiscal year ended March 31, 2021 from $1,738 thousand for the fiscal year ended March 31, 2020. The increase in administration expenses was primarily due to the acquisition of Blue Raincoat Music Ltd. (its subsidiary Chrysalis Records Ltd.). Expressed as a percentage of Recorded Music revenue, Recorded Music administration expense increased to 29% for the fiscal year ended March 31, 2021 from 21% for the fiscal year ended March 31, 2020.

Operating income and OIBDA

Recorded Music OIBDA included the following amounts (in thousands):

    

For the Fiscal Year

    

    

    

    

 

 Ended 

 

    

March 31,

    

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Operating income

$

4,334

$

1,709

$

2,625

 

154

%

Depreciation and amortization

 

2,231

 

1,770

 

461

 

26

%

OIBDA

$

6,565

$

3,479

$

3,086

 

89

%

Fiscal Year Ended March 31, 2021 vs. Fiscal Year Ended March 31, 2020

Recorded Music OIBDA increased by $3,086 thousand, or 89%, to $6,565 thousand for the fiscal year ended March 31, 2021 from $3,479 thousand for the fiscal year ended March 31, 2020 primarily as a result of the acquisition of Blue Raincoat Music Ltd (its subsidiary Chrysalis Records Ltd). Expressed as a percentage of Recorded Music revenues, Recorded Music OIBDA margin increased to 48% for the fiscal year ended March 31, 2021 from 39% for the fiscal year ended March 31, 2020.

Recorded Music operating income increased by $2,625 thousand to $4,334 thousand for the fiscal year ended March 31, 2021 from $1,709 thousand for the fiscal year ended March 31, 2020 due to the factors that led to the increase in Recorded Music OIBDA noted above.

Liquidity and Capital Resources

Capital Resources at March 31, 2021

At March 31, 2021, we had $211,532 thousand of debt (net of $3,059 thousand of deferred financing costs), $9,210 thousand of cash and equivalents and net debt of $202,322 thousand (defined as total debt, less cash and equivalents and deferred financing costs).

58

Cash Flows

The following table summarizes our historical cash flows (in thousands).

    

For the Fiscal Year

    

    

    

    

 

Ended

 

March 31,

2021 vs. 2020

 

    

2021

    

2020

    

$ Change

    

% Change

 

Cash provided by (used in):

 

  

 

  

 

  

 

  

Operating activities

$

16,247

$

11,882

$

4,365

 

37

%

Investing activities

 

(120,147)

 

(107,806)

 

(12,341)

 

11

%

Financing activities

 

47,220

 

147,030

 

(99,810)

 

-68

%

Fiscal Year Ended March 31, 2020 vs. Fiscal Year Ended March 31, 2019

Operating Activities

Cash provided by operating activities was $16,247 thousand for the fiscal year ended March 31, 2021 compared to $11,882 thousand for the fiscal year ended March 31, 2020. The primary driver of the $4,365 thousand increase in cash provided by operating activities during the current year was due to an increase in net income, after adjustments to reconcile net income to cash provided by operations, which is primarily due to acquisitions and a decreased use of cash from changes in working capital, which was primarily driven by increases in accounts payable and accrued expenses.

Investing Activities

Cash used in investing activities was $120,147 thousand for the fiscal year ended March 31, 2021 compared to $107,806 thousand for the fiscal year ended March 31, 2020. The increase in cash used in investing activities was primarily due to increased acquisitions of music catalogs.

Cash used in investing activities for the fiscal year ended March 31, 2021 consisted of $119,967 thousand purchase of music catalogs, $13 thousand business combination and investment in equity affiliate, $86 thousand decrease in deferred music composition acquisition costs, and $80 thousand purchase of property, plant, and equipment.

Cash used in investing activities for the fiscal year ended March 31, 2020 consisted of $106,842 thousand purchase of music catalogs, $380 thousand business combination and investment in equity affiliate, $54 thousand increase in deferred music composition acquisition costs, and $530 thousand purchase of property, plant, and equipment.

Financing Activities

Cash provided by financing activities was $47,220 thousand for the fiscal year ended March 31, 2021 compared to cash provided by financing activities of $147,030 thousand for the fiscal year ended March 31, 2021. Cash provided by financing activities for the fiscal year ended March 31, 2021 consisted of proceeds from issuance of preferred shares net of issuance costs of $7,973 thousand, proceeds from secured line of credit of $40,600 thousand, partially offset by, a repayment of secured notes of $1,000 thousand, deferred financing costs paid of $649 thousand, and draw on related party loans of $296 thousand.

Cash provided by financing activities for the fiscal year ended March 31, 2020 consisted of proceeds from issuance of preferred shares net of issuance costs of $81,632 thousand, proceeds from the issuance of additional common shares, net of issuance costs, of $14,957 thousand, proceeds from secured line of credit of $20,000 thousand, proceeds from secured loans of $236,491 thousand, partially offset by a common stock dividend paid of $16,875 thousand, repayment of secured notes of $1,625 thousand, repayment of secured line of credit of $7,077 thousand, repayments of secured loans of $178,248 thousand, deferred financing costs paid of $2,149 thousand, and draw on related party loans of $77 thousand.

59

Liquidity

Our primary sources of liquidity are the cash flows generated from our subsidiaries’ operations, available cash and equivalents and funds available for drawing under our secured line of credit and loans. These sources of liquidity are needed to fund our debt service requirements, working capital requirements, capital expenditure requirements, strategic acquisitions and investments, and dividends, retirement of or refinancing of our outstanding debt, privately negotiated purchases or otherwise, we may elect to pay or make in the future.

During the fiscal year ended March 31, 2021, we borrowed $617 thousand (the “PPP Loan”)under the Paycheck Protection Program (the “PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020, as amended (the “CARES Act”), provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. In accordance with the terms of the program, we applied for and received confirmation of loan forgiveness for the entire amount borrowed under the PPP.

We believe that our primary sources of liquidity will be sufficient to support our existing operations over the next twelve months.

Debt Capital Structure

Since 2014, Reservoir Media Management has been the borrower under a revolving credit and term loan agreement with SunTrust Bank (Truist Bank) as the administrative agent and lead arranger. This agreement has been amended and restated a number of times since then, generally leading to extensions on maturity dates (current maturity date is October 16, 2024), increases in the facility size (currently $250,000 thousand), and reductions in interest rates (currently LIBOR plus 2.5%). Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense. From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions.

Revolving Credit and Term Loan Facility

On December 19, 2014, Reservoir Media Management entered into a credit agreement (the “Credit Facility”) governing its secured term loan and secured revolving credit facility. The Credit Facility was subsequently amended and restated multiple times with the most recent Third Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 16, 2019 (as amended by the first amendment, dated as of May 20, 2020 and the second amendment, dated as of December 23, 2020) for a senior secured revolving credit and term loan facility with SunTrust Bank (Truist Bank) as administrative agent, and other financial institutions and lenders party thereto.

Reservoir Media Management is the borrower under the Credit Facility which provides for a $20,000 thousand senior secured term loan and a $230,000 thousand senior secured revolving credit facility. The Credit Facility has a maturity date of October 16, 2024. Borrowings under the Credit Facility bear interest at a rate equal to LIBOR plus 2.5% per annum. Principal repayment for the $20,000 thousand senior secured term loan is $250 thousand per quarter.

General Terms of Our Indebtedness

Certain terms of the Credit Facility are described below.

Guarantees and Security

The obligations under the Credit Facility are guaranteed by Reservoir Media Management and its subsidiaries. All obligations of Reservoir Media Management and each guarantor under the Credit Facility are secured by substantially all the assets of Reservoir Media Management and each subsidiary guarantor.

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Covenants, Representations and Warranties

The Credit Facility contain customary representations and warranties and customary affirmative and negative covenants. The negative covenants Credit Facility limit the ability of Reservoir and its subsidiaries to, among other things, incur additional indebtedness or issue certain preferred shares; pay dividends, redeem stock or make other distributions; repurchase, prepay or redeem subordinated indebtedness; make investments; create restrictions on the ability of its subsidiaries to pay dividends to it or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates.

Interest Rate Swaps

As of March 31, 2021, Reservoir Media Management had entered into four interest rate swaps, two of which expire on March 10, 2022, one with a notional amount of $57,775 thousand and one for $39,758 thousand. Under the terms of the interest rate swaps, Reservoir Media Management pays a fixed rate of 2.8% and 3.0% respectively, to the counterparty and receives a floating interest from the counter party based on LIBOR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement. The notional amount of the interest rate swaps is $97,533 thousand at March 31, 2021.

During the fiscal year ended March 31, 2020, Reservoir Media Management added two additional interest rate swaps with notional amounts of $8,875 thousand and $88,098 thousand. These swaps have an effective date of March 10, 2022 which coincides with the expiration of the previous two swaps, and Reservoir Media Management will pay a fixed rate of 1.6% and 1.5%, respectively, and receive a floating interest rate from the counter party based on LIBOR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement.

Events of Default

Events of default under the Credit Facility include, as applicable, nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, certain bankruptcy or insolvency events, certain ERISA events, certain material judgments, in each case subject to customary thresholds, notice and grace period provisions.

Existing Debt as of March 31, 2021

As of March 31, 2021, our outstanding debt under the Credit Facility, was as follows (in thousand):

Term Loan

    

$

19,500

Revolving Credit

 

197,091

Total outstanding debt

$

216,591

Reservoir uses cash generated from operations to pay current interest and principal obligation on the Credit Facility. Reservoir expects to continue to refinance and extend maturity on the Credit Facility for the foreseeable future.

Dividends

Reservoir Media Management’s ability to pay dividends is restricted by covenants in the Credit Facility. For the fiscal year ended March 31, 2021, Reservoir Media Management did not pay any dividends to stockholders. For the fiscal year ended March 31, 2020, Reservoir Media Management paid an aggregate of $16,875 thousand in cash dividends to stockholders.

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Covenant Compliance

Reservoir Media Management was in compliance with its covenants under its outstanding Credit Facility as of March 31, 2021.

The Credit Facility contains a leverage ratio that is tied to NPS plus Recorded Music EBITDA, which is defined under the Credit Facility. Reservoir Media Management’s ability to borrow funds under the Credit Facility may depend upon its ability to meet the leverage ratio test at the end of a fiscal quarter to the extent we have outstanding debt. This leverage ratio carries a maximum of 5.5x. As of March 31, 2021, Reservoir Media Management’s leverage ratio was 4.8x.

The Credit Facility contains a loan to value ratio that is tied to the library value, which is defined under the Credit Facility. Reservoir Media Management’s ability to borrow funds under the Credit Facility may depend upon its ability to meet the loan to value test at the end of a fiscal quarter to the extent it has outstanding debt. This loan to value ratio carries a maximum of 0.55x. This loan to value ratio is further subject to a valuation variance test, which is defined under the Credit Facility, and which may further limit its borrowing ability. As of March 31, 2021, Reservoir Media Management’s loan to value was 0.38x.

The Credit Facility contains a fixed charge coverage ratio that is tied to in the ability to service outstanding debt, which is defined in the Credit Facility. Reservoir Media Management’s ability to borrow funds under the Credit Facility may depend upon its ability to meet the fixed charge coverage test at the end of a fiscal quarter to the extent we have outstanding debt. This fixed charge coverage ratio carries a minimum of 1.25x. As of March 31, 2021, Reservoir Media Management’s fixed charge coverage ratio was 5.1x.

Non-compliance with the leverage ratio, loan to value ratio, or the fixed charge coverage ratio could result in the inability to use the Credit Facility, which could have a material adverse effect on Reservoir’s business, cash flows, financial condition and results of operations.

The Credit Facility requires that the leverage ratio, loan to value ratio, and fixed charge coverage ratio be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four quarter period or any complete fiscal year. In addition, the Credit Facility requires that the leverage ratio, loan to value ratio, and fixed charge coverage ratio be calculated on a pro forma basis for certain transactions including acquisitions as if such transactions had occurred on the first date of the measurement period and may include expected cost savings and synergies resulting from or related to any such transaction. There can be no assurances that any such cost savings or synergies will be achieved in full.

Summary

Management believes that funds generated from our operations and borrowings under the Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future. We also have additional borrowing capacity under the Credit Facility. However, our ability to continue to fund these items and to reduce debt may be affected by general economic, financial, competitive, legislative and regulatory factors, as well as other industry-specific factors such as the ability to control music piracy and the continued transition from physical to digital formats in the recorded music and music publishing industries. It could also be affected by the severity and duration of natural or man-made disasters, including pandemics such as the COVID-19 pandemic. We and our affiliates continue to evaluate opportunities to, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to pay dividends or prepay outstanding debt or repurchase or retire Reservoir’s outstanding debt, privately negotiated purchases or otherwise. The amounts involved in any such transactions, individually or in the aggregate, may be material and may be funded from available cash or from additional borrowings. In addition, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity, and other factors, we may seek to refinance the Credit Facility with existing cash and/or with funds provided from additional borrowings.

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Contractual and Other Obligations

Firm Commitments

The following table summarizes Reservoir Media Management’s aggregate contractual obligations at March 31, 2021, and the estimated timing and effect that such obligations are expected to have on liquidity and cash flow in future periods.

   

Less than

   

2 – 3

   

4 – 5

   

After

   

Firm Commitments and Outstanding Debt

1 year

years

years

5 years

Total

(in thousands)

Term Loan

$

1,000

$

2,000

$

16,500

$

19,500

Revolving Credit

 

 

 

197,091

 

 

197,091

Interest on Term Loan(1)

 

665

 

1,225

 

289

 

 

2,179

Interest on Revolving Credit(1)

 

6,898

 

13,796

 

6,898

 

 

27,593

Operating leases(2)

 

818

 

835

 

 

 

1,653

Artist, songwriter, and co-publisher commitments(3)*

 

5,733

 

796

 

 

 

6,529

Asset acquisition and share purchase acquisition commitments(4)

 

5,713

 

400

 

558

 

 

6,671

Total firm commitments and outstanding debt

$

20,827

$

19,052

$

221,336

$

$

261,215

The following is a description of our firmly committed contractual obligations at March 31, 2021:

(1)Interest obligations under the Credit Facility are presented in consideration of 1.0% as a substitute for LIBOR, plus 2.5%. These obligations have been presented based on the principal amounts due, current and long term as of March 31, 2021. Amounts do not include any unamortized deferred financing costs.
(2)Operating lease obligations primarily relate to the minimum lease rental obligations for our real estate in various locations around the world.
(3)We routinely enter into long-term commitments with recording artists and songwriters for the future delivery of music. Such commitments generally become due only upon delivery or release and Reservoir’s acceptance of albums from the artists or future musical compositions by songwriters and publishers. Based on contractual obligations, and managements estimate of aggregate firm commitments to such talent approximates $6,529 thousand at March 31, 2021. The aggregate firm commitments expected for the next twelve-month period based on contractual obligations and expected release schedule approximates $5,733 thousand at March 31, 2021.
(4)We routinely enter into asset acquisition agreements and less often share purchase agreements, which can have deferred minimum funding commitments and other related obligations, which are reflected in the table above.

*

Because the timing of payment, and even whether payment occurs, is dependent upon the timing of delivery of albums and musical compositions, the timing and amount of payment of these commitments as presented in the above summary can vary significantly.

Critical Accounting Policies

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See Note 2 to Reservoir’s consolidated condensed financial statements for the fiscal year ended March 31, 2021 and 2020, in each case, contained elsewhere in this prospectus for a description of our other significant accounting policies. The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and related notes thereto. The future effects of the COVID-19 pandemic on our results of operations, cash flows and financial position are unclear. However, we believe we have used reasonable estimates and assumptions in preparing the

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unaudited condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Revenue and Cost Recognition

Revenues

As required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), Reservoir recognizes revenue when, or as, control of the promised services or goods is transferred to its customers and in an amount that reflects the consideration Reservoir is contractually due in exchange for those services or goods.

Music Publishing

Music Publishing revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks. The receipt of royalties principally relates to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images. Music publishing royalties, except for synchronization royalties, generally are recognized when the sale or usage occurs. The most common form of consideration for publishing contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends. Synchronization revenue is typically recognized as revenue when control of the license is transferred to the customer in accordance with ASC 606.

Recorded Music

Revenues from the sale or license of Recorded Music products through digital distribution channels are typically recognized when the sale or usage occurs based on usage reports received from the customer. Digital licensing contracts are generally long-term with consideration in the form of sales- and usage-based royalties that are typically received monthly. For certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer.

Revenues from the sale of physical Recorded Music products are recognized upon delivery, which occurs once the product has been shipped and control has been transferred.

Accounting for Royalty Costs and Royalty Advances

Reservoir incurs royalty costs that are payable to our recording artists and songwriters generated from the sale or license of our music publishing copyrights and recorded music catalogue. Royalties are calculated using negotiated rates in accordance with recording artist and songwriter contracts. Calculations are based on revenue earned or user/usage measures or a combination of these. There are instances where such data is not available to be processed and royalty cost calculations may be complex or involve judgments about significant volumes of data to be processed and analyzed.

In many instances, Reservoir commits to pay our recording artists and songwriters royalties in advance of future sales. Reservoir accounts for these advances under the related guidance in FASB ASC Topic 928, Entertainment — Music (“ASC 928”). Under ASC 928, Reservoir capitalizes as assets certain advances, which it believes are recoverable from future royalties to be earned by the recording artist or songwriter, when paid. Recoverability is assessed upon initial commitment of the advance based upon Reservoir’s forecast of anticipated revenue from the sale of future and existing albums or musical compositions. In determining whether the advance is recoverable, Reservoir evaluates the current and past popularity of the recording artist or songwriter, the sales history of the recording artist or songwriter, the initial or

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expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors. Advances vary in both amount and expected life based on the underlying recording artist or songwriter. To the extent that a portion of an outstanding advance is no longer deemed recoverable, that amount will be expensed in the period the determination is made.

Acquisitions and Business Combinations

In conjunction with each acquisition transaction, Reservoir  assesses whether the transaction should follow accounting guidance applicable to an asset acquisition or a business combination. This assessment requires an evaluation of whether the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, resulting in an asset acquisition or, if not, resulting in a business combination. If treated as an asset acquisition, the asset is recorded in accordance with Reservoir’s intangible asset policy and related acquisition costs are capitalized as part of the asset.

In a business combination, Reservoir  recognizes identifiable assets acquired, liabilities assumed, and non-controlling interests at their fair values at the acquisition date. Any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired in a business combination is recorded to goodwill and acquisition-related costs are expensed as incurred.

Intangible Assets

Intangible assets consist primarily of music catalogs (publishing and recorded). Intangible assets are recorded at fair value in a business combination and relative fair value in an asset acquisition. Intangible assets are amortized over their expected useful lives using the straight-line method.

Reservoir  periodically reviews the carrying value of its amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the lives assigned may no longer be appropriate. To the extent the estimated future cash inflows attributable to the asset, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. If it is determined that events and circumstances warrant a revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life.

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DESCRIPTION OF RHI’S BUSINESS

Unless the context otherwise requires, all references in this section to “Reservoir,” “we,” “us,” or “our” refer to Reservoir Holdings, Inc. and its subsidiaries prior to the consummation of the Business Combination and to the Combined Company and its subsidiaries following the consummation of the Business Combination.

Introduction

Reservoir was formed on April 23, 2019. We are the direct parent of Reservoir Media Management, which was formed on April 27, 2007. Reservoir is a holding company that conducts substantially all of its business operations through Reservoir Media Management and Reservoir Media Management’s subsidiaries.

Our Company

We are one of the world’s leading independent music companies based in New York with offices in Los Angeles, Nashville, Toronto, London and Abu Dhabi. We hold a regular Top 10 U.S. Market Share according to Billboard’s Publishers Quarterly, were twice named Publisher of the Year by Music Business Worldwide’s The A&R Awards in 2017 and 2019, won Independent Publisher of the Year at the 2020 Music Week Awards and are nominated again for the same category in 2021. We operate a music publishing business, a record label, a management business and a rights management society in the Middle East. Our publishing catalog includes historic pieces written and performed by greats like Billy Strayhorn, Hoagy Carmichael and John Denver. Our stable of active songwriters, including James Fauntleroy, Ali Tamposi and Jamie Hartman, have contributed to current award-winning hits performed by the likes of Justin Bieber, Ariana Grande, Camila Cabello, Bruno Mars, John Legend, Lizzo and more.

Our Music Publishing business contributed approximately $67 million to our revenues for the year ended March 31, 2021, representing approximately 83% of our revenues. Reservoir now represents over 130,000 copyrights with titles dating back as far as 1900 and hundreds of #1 releases worldwide. The music is at the heart of everything we do and, as such, our M&A practice and our active songwriter business is committed to both catalog acquisition and expansion of the roster strategically, driven by the quality of the music.

Our Recorded Music business is home to Chrysalis Records and Philly Groove Records representing artists like The Delfonics, Sinead O’Connor and Generation X. Our Recorded Music business contributed approximately $12 million to our revenues for the year ended March 31, 2021, representing approximately 15% of our revenues. We look at our Recorded Music business as one that is poised for growth and ingestion of new master recordings through our M&A practice.

We are operating in an industry benefitting from sector tailwinds attributed to growth in global paid subscriptions to digital service providers, increased penetration of in-home voice activated devices, in-home fitness products and wi-fi enabled vehicles. As connectivity and mobile phone usage increase, people are listening to more music, more often, and in more places. More music is being created, too, as the tools to make and distribute music, which were at one time expensive and limited, are now free and accessible to creators of all levels. As a result, global music companies and music rightsholders are more valuable than ever.

We excel in the independent segment because of our value enhancement practice, as a result of which we have outpaced industry growth of 7% from 2018 through 2021 by an incremental 8%, yielding 15% organic growth for Reservoir during the same period. Our exceptional creative team is able to not only create new opportunities for the existing catalog of copyrights but also to source and sign songwriters and artists to our active roster. Our outstanding M&A practice is able to source and close acquisitions contributing to continued scale of our business.

Our History

Established in 2007, we have grown through acquisitions. We made a firm commitment in the early days to be an active music company, one that is actively owning and administering rights, and we looked to build our business based

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on long-term ownership of rights. Our portfolio on the publishing side is 76% owned for life of copyright as well as 97% owned versus administered as of June 30, 2019.

In 2010, we acquired TVT Music Publishing, home to some of the most important rap, hip-hop and pop music of the 1990s and 2000s. Replete with hit songs, the catalog set the stage and strategy for the kinds of catalogs we sought next. At the time, the advent of streaming forced a shift in the manner in which people were consuming music. It was no longer about the album, but a playlist of favorite songs. This confirmed our investment thesis that investing in hit songs had to be a key driver of our acquisition strategy. Following the acquisition of TVT Music Publishing, we acquired Philly Groove Records, which brought in recorded music assets and publishing hits, including the Delfonics’ “Ready or Not” which has been covered by artists ranging from The Fugees to Missy Elliot.

In 2012, we acquired the 30,000 copyright strong Reverb Music and its stable of active songwriters. This catalog further diversified our holdings, adding film and television music, such as the theme for the “Got Talent” franchise. We also acquired FS Media in 2014, thereby adding what is considered to be the best of American music with the catalogs of Sheryl Crow, John Denver, Billy Strayhorn, Evanescence and Creed to the repertoire. This catalog included evergreen hits, such as “Take Me Home, Country Roads,” and extended our portfolio back to the 1930s with titles by legendary jazz musician Duke Ellington.

In 2014, the opportunity arose for us to share in the royalty streams of Hans Zimmer’s portfolio of film scores dating back to 1989’s “Driving Miss Daisy.” This enabled us to be in business with one of the most prolific contemporary composers and also to complement our music catalog with music for film. Our acquisitions continued, adding such luminaries as the Commodores, the Isley Brothers, Bob Crewe and many others, plus acquiring the catalog of historic American music publisher Shapiro Bernstein, thereby adding titles from the turn of the century to our portfolio. In addition, on June 2, 2021, we entered into a membership interest purchase agreement (the “Tommy Boy Purchase Agreement”) to acquire U.S. based record label and music publishing company Tommy Boy Music, LLC (“Tommy Boy”), which helped launch the careers of Queen Latifah, Afrika Bambaataa, Digital Underground, Coolio, De La Soul, House of Pain and Naughty By Nature. See “RHI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Overview and Recent Developments — Tommy Boy Purchase Agreement” for additional information regarding the Tommy Boy Purchase Agreement.

In the past five years, we have focused on being a music company and have strategically expanded to include management services through Big Life Management and Blue Raincoat Artists in the United Kingdom and further develop our Recorded Music business through Chrysalis Records. In tandem with this diversification, we have focused on emerging markets which are expected to be responsible for much of the future growth in the music industry. To this end, we acquired a stake in PopArabia in January 2020 with a focus on signing artists, acquiring catalogs and establishing a rights management company in the Middle East and North Africa region. We have executed on these strategic initiatives and expect substantial growth from PopArabia in the years to come.

We have also focused on populating an active songwriter roster. We understand that participating in the contemporary music marketplace at a high level can contribute to capturing market share and create ancillary marketing and licensing opportunities for the rest of the catalog. Today, our active roster is responsible for some of the biggest hits by some of the most well-known artists around the world. To date, we have deployed over $500 million in capital on all of the initiatives outlined above.

Industry Overview

The global music entertainment industry is massive and growing. Within the larger music entertainment space, the recorded music and music publishing industries are thriving, driven by powerful tailwinds.

As music has become more accessible, consumers today listen to more music on more platforms. According to the MRC Data and Billboard, total audio consumption increased by approximately 12% year-over-year in 2020 in the United States alone. Factors driving consumer engagement with music include demographics and technology. For example, younger consumers are typically early adopters of new technologies, including music-enabled devices. According to Nielsen, 78% of U.S. adults aged 18 to 34 used their smartphones to listen to music as of March 2020, compared to the

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overall average of 64% of all U.S. adults aged over 18 years. All generations are leveraging streaming to increase their engagement with music. As of March 2020, 71% of U.S. adults aged 35 to 49 years and 59% of U.S. adults aged 50 to 64 years, stream audio via their smartphones, according to Nielsen.

Technology has increased the accessibility of music for consumers across all demographics. As of July 2020, U.S. listeners relied upon an average of 3.7 devices per month for music, according to Nielsen. We believe increased availability of music on smartphones, computers, smart speakers, tablets and radios increases overall listening hours by bringing music to consumers no matter where they are. Devices like smart speakers are also helping to drive growth in streaming, as casual listeners become drawn in by music as a critical application for these devices and ultimately become paying subscribers. Indeed, according to Nielsen, 61% of U.S. consumers who use a smart speaker weekly to listen to music currently pay for a subscription as well.

The growth of global digital streaming presents a significant opportunity to expand music listenership worldwide. According to the IFPI, 443 million subscribers paid for music streaming services in 2020, reflecting a year-over-year increase of 30% and a compound annual growth rate of 45% since 2015. This translated into a year-over-year increase of 20% in streaming revenues in 2020. Even with this growth, paid subscribers represented only 12% of the 3.6 billion smartphone users globally in 2020, according to Statista. In 2020, MRC Data and Billboard reported global on-demand audio reached 2.2 trillion streams worldwide, representing an increase of 23% year-over-year. And with over 400 music streaming services across the world, according to the IFPI, there is no shortage of players seeking to meet this robust demand.

The paid streaming opportunity is global, with opportunities for further expansion in both developed and emerging markets. According to the MRC Data and Billboard, in 2020, on-demand audio streaming increased by 17% year-over-year in the United States and by approximately 23% year-over-year worldwide. The global growth was led by countries, such as Japan, Australia, Belgium, Switzerland, Turkey, Spain, Brazil and Germany, which accounted for 23% of total on-demand audio streams in 2020. Even smaller countries exhibited strong growth in streaming adoption in 2020, including Paraguay, Greece, Cyprus, Thailand, Czech Republic, Lithuania, Slovakia and Guatemala, which accounted for 1.4% of total on-demand audio streams in 2020.

The global opportunity for streaming is further demonstrated by the penetration rates across various markets. According to the IFPI, the top five music markets of 2020 were the United States, Japan, the United Kingdom, Germany and France. In 2020, paid music streaming subscribers as a percentage of national populations for these countries were 30%, 9%, 30%, 19% and 15%, respectively, according to Goldman Sachs Global Investment Research. In emerging markets, the story is even clearer, with Mexico, Brazil, Russia, China and India representing compelling opportunities, with paid music streaming subscribers as a percentage of national population in 2020 of 5%, 5%, 7%, 4%, and 1%, respectively, according to Goldman Sachs Global Investment Research. With historically low streaming penetration and massive populations, China and India represent a particularly exciting opportunity for the future of music entertainment.

Recent developments suggest that streaming pricing may have room for further optimization. Beyond growth in paying subscribers, we believe there is an opportunity for streaming revenues to further expand from pricing increases over time. As consumers grow to appreciate the value proposition of streaming, streaming services will explore premium product initiatives. This is supported by streaming services’ ongoing efforts to identifyexperiment with pricing increases in recent years. In April 2021, Spotify raised its prices for some of its premium subscription offerings across some of the major markets, including the United States, the United Kingdom and parts of Europe. Previously in 2018, Spotify increased monthly prices for its services in Norway. In 2019, Amazon launched its high-quality audio streaming offering, Amazon Music HD, for a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus our search on target businesses operatingpremium price in the businessUnited States. We believe the strong and growing appetite for streaming services, as well as the demonstrated pricing power of premium streaming services, presents a significant opportunity for growth for the music entertainment industry.

Expansion of emerging music monetization platforms has enhanced listener engagement. While the traditional on-demand subscription model continues to dominate much of the growth in the music industry, emerging music monetization platforms involving short-form videos, connected fitness, gaming and podcasts have all surged in popularity during the COVID-19 pandemic. These music monetization platforms enable incremental consumption of music, oftentimes appealing to varied, younger audiences, and represent new monetization opportunities for music

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content owners. The opportunity presented by these music monetization platforms is significant. For example, since its launch in 2017, TikTok has been downloaded over 2 billion times and has reached more than 700 million monthly unique visitors as of October 2020.

Moreover, it has always been true that consumer healthcare, technology, wellnessengagement with music goes beyond the music itself — consumers care about the musicians as well. Today, consumers have greater access to artists with the advent of social media. According to Statista, as of March 2021, six out of the top ten most followed accounts on Twitter belonged to musicians and, according to YouTube, the majority of videos that have achieved more than one billion lifetime views, as well as the top ten most watched videos of all time, belong to musicians.

In addition to their growing popularity with consumers, these music emerging monetization platforms are now proactively engaging with the music entertainment industry to properly compensate rightsholders for use of music. For example, in July 2020, TikTok announced a multi-year agreement with the U.S. National Music Publishers’ Association which also covers past use of musical works. Separately, Facebook’s gaming platform entered into a new multi-year licensing agreement with the major record labels (i.e., Universal Music Group, Sony Music Group and Warner Music Group) in September 2020. And, in the first half of 2020, Peloton agreed to settle a lawsuit brought by music publishers for approximately $49 million, according to Peloton’s public filings. We believe these emerging music monetization platforms are now a permanent part of the music entertainment industry and have helped expand access to and listenership of music globally.

Increased government intervention to curb piracy and improve monetization rates for content owners helps secure the future of the industry. Government interventions in the United States and the European Union are expected to be a boon for the music entertainment industry, at least in the near-term.

In 2018, the United States enacted the Music Modernization Act (the “MMA”), which resulted in reforms to music listening through the regulation of digital music services’ relationship to content owners. This includes improving the way digital music services procure mechanical licenses, requiring digital radio services, such as SiriusXM and Pandora, to make royalty payments to recording artists for recordings before 1972, and providing for direct payments of royalties owed to producers, mixers and engineers when their original works are streamed on non-interactive webcasting services. Also in 2018, the U.S. Copyright Royalty Board (the “CRB”) issued an updated slate of royalty rates and terms. This ruling by the CRB included increased mechanical royalty rates for musical compositions in the United States from 2018 through 2022. While this decision was vacated in part on appeal in August 2020, the case was remanded back to the CRB for further proceedings. In 2018, the CRB also significantly increased the royalty rates for sound recordings in the United States paid by SiriusXM from 2018 through 2022, and the MMA extended the term of this increase through 2027.

In 2019, the European Union passed legislation to protect music rightsholders and recording artists. Specifically, the European Union Copyright Directive was designed to limit safe harbors from liability for copyright infringement and to ensure that rightsholders and recording artists are remunerated fairly when their music is shared online by user-uploaded content services such as YouTube.

Recorded Music

The recorded music industry involves the identification and development of songs and artists to create, market and promote recordings. Royalty income in the recorded music industry is paid on a specific recording of a song. According to the IFPI, the recorded music industry generated nearly $22 billion of revenue globally in 2020, reflecting a compound annual growth rate of 8% since 2015. The recorded music industry generates revenues from various royalty types, including digital (including streaming), physical, synchronization and performance rights. Digital revenues reflect the largest and fastest growing category of recorded music revenues, reaching nearly $15 billion in 2020, reflecting a compound annual growth rate of 18% since 2015 and nearly 70% of global recorded music revenues in 2020. Within digital revenues, streaming is by far the largest driver, accounting for approximately 90% of digital revenues in 2020, reflecting a compound annual growth of nearly 40% since 2015.

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Physical royalties are generated from the physical reproduction and distribution of copyrighted works and is the only recorded music revenue category that has contracted since 2015, totaling $4 billion of revenues in 2020, representing a little more than 19% of global recorded music revenues in 2020 (as compared to 39% of global recorded music revenues in 2015). Performance rights royalties are generated from the use of recorded music by broadcasters and public venues, representing approximately 11% of global recorded music revenues in 2020. Synchronization royalties are generated by the use of recorded music in advertisements, film, video games, television and other content, representing approximately 2% of global recorded music revenues in 2020.

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Music Publishing

The music publishing industry involves the licensing and acquisition of rights in musical compositions from content owners (e.g., songwriters, composers and other rightsholders). According to Music & Copyright, the music publishing industry generated $6 billion in revenues worldwide in 2020, representing a compound average annual growth rate of 7% since 2015. Music publishing royalties include, among others, mechanical, performance, synchronization and digital.

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Our Competitive Strengths

Well-Positioned to Capitalize on the Growth of the International Music Industry Driven by Streaming

As the global music industry continues to benefit from a sustained expansion, our catalog of evergreen hits and active artist and songwriter roster with expertise in chart-topping hip-hop and pop music positions us to capitalize on the positive industry tailwinds. In its 2021 Global Music Report, the IFPI confirmed that 2020 marked a sixth consecutive year of growth for the global recorded music industry. The year-over-year growth of 7.4% for 2020 was driven primarily by streaming, especially by a growth of 18.5% in revenue generated by paid subscription services. The 443 million paid subscription accounts as of December 2020 generated $13.4 billion, or sustainability sectors. From62.1% of global recorded music revenues.

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Value Enhancement

Active marketing, licensing and advocacy work has enabled us to outpace industry growth of 7% from 2018 through 2021 by an incremental 8%, yielding 15% organic growth for Reservoir during the datesame period. Our synchronization team is comprised of 10 people worldwide dedicated to marketing and licensing our music for use in films, trailers, television shows, advertisements and video games. For the year ended March 31, 2020, our synchronization income, which includes traditional synchronization income and digital synchronization income, accounted for 27% of our incorporation throughtotal revenues. Digital licensing is an area we embraced early on in 2012 as the first independent publisher to strike a direct deal with YouTube. Digital licensing also extends to the digital service providers, social media platforms like Facebook, Instagram and TikTok, in addition to in-home fitness products such as Peloton and Apple Fitness+. These are all music distribution vehicles which are now distributing content with licensed copyrights. Our advocacy work is a result of several executives at Reservoir serving as elected officials on the boards of non-profit groups upholding the rights of songwriters and fighting for fair compensation. Our service on these boards has resulted in over $11 million in settlements over the last four years, and we will continue to look at digital platforms that are distributing content while infringing on music copyrights.

Emerging Markets Presence

We believe that a significant portion of the growth in paid music subscriptions will be coming from the emerging markets, and our stake in PopArabia has put us in a strong position to be on the frontline to take advantage of this growth. Since we made this investment, we have already signed artists from India, Palestine and Lebanon and are looking at catalog M&A opportunities. We have also established the subsidiary ESMAA which is a United Arab Emirates-based rights management entity working with global music rights organizations, music publishers, songwriters, record labels and artists to ensure their music and rights are fully administered and licensed in the region. We have formed a joint venture with Outdustry, which has pioneered music licensing in China, and we expect this will contribute to a growing portion of our revenues.

Platform Positioned for Growth

Our investment in infrastructure over the years has now put us in a position where we can continue to scale our Music Publishing business with little impact on our operating expenses, and our Recorded Music business is well-positioned to ingest additional master recordings.

Creative and Artists and Repertoire Services

The quality of our roster coupled with the excellence of our creative and artists and repertoire (“A&R”) teams has contributed to sourcing the best talent. Our longstanding collaborations with our clients have resulted in chart topping hits with our creative and A&R teams contributing to nurturing their talents and careers. Our creative and A&R teams are further complemented by our marketing services team providing high-touch bespoke services.

Ali Tamposi was named BMI’s 2019 Songwriter of the Year, following mega hit singles “Havana” by Camila Cabello featuring and also co-written by Reservoir catalog writer Young Thug, “Youngblood” by 5 Seconds of Summer, “Let Me Go” by Hailee Steinfeld x Alesso featuring Florida Georgia Line and Watt, and “Wolves” by Selena Gomez x Marshmello.
Mr. Franks earned three concurrent Top 10 Billboard Hot 100 singles with Justin Bieber featuring Chance The Rapper’s “Holy” and Ariana Grande’s “Positions” and “(34+35).”
Jamie Hartman wrote the breakout songs for three BRITs Rising Star winners Celeste (“Strange”), Rag’N’Bone Man (“Human”), James Bay (“Move Together”).

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Strong Financial Profile with Robust Growth, Operating Leverage and Free Cash Flow Generation

For the years ended March 31, 2018 to 2021, we have grown revenues at a compound annual growth rate of 36%, driven by value enhancement, strategic acquisitions, successful releases and secular tailwinds. For the year ended March 31, 2021, our business generated net income and operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“OIBDA”) of $10 million and $34 million, respectively, implying an OIBDA margin of approximately 41%. We believe our financial profile provides a strong foundation for continued growth.

Experienced Leadership Team

Reservoir has sustained no management turnover since inception creating a team that has been working together long-term and is incentivized to continue to scale the business, taking pride in their team, their clients and the company. In addition to its excellent track record, the team is extremely experienced in the music entertainment business with a firm commitment to executing on its strategy on an ongoing basis.

M&A

A highly disciplined approach coupled with the ability to cultivate acquisitions and close on transactions on an off-market basis has enabled Reservoir to continue to scale the business.

Advocacy and Education

Protecting the livelihoods of creators and preserving the legacies of songwriters is at the core of our ethos. Several of our executive officers have been elected to, and maintain board positions at, not-for-profit organizations in the United States, Canada and the United Kingdom, leading the charge on advocating for songwriter rights and fair compensation. We also have developed several educational initiatives with leading universities in which the students learn about our legacy artists and their catalogs, ensuring that the music lives on for generations to come. As of the date of this prospectus, therethese collaborations are ongoing at Drexel University and New York University.

Our Growth Strategies

M&A

We plan to continue to execute on our M&A strategy of acquiring high-quality copyrights and recordings at an attractive return and capitalizing on upside potential with our value enhancement capabilities. Asset and company acquisitions have been no communications, evaluationsour path to growth since inception and we expect to continue to execute on a strategy to scale the business with the addition of high-quality assets to the existing base.

Active Songwriter and Artist Roster

We will continue to execute on our active songwriter and artist roster, attracting world-class talent across genres with the intention of growing our presence in the contemporary music marketplace. Creative services, the existing roster and our value enhancement platform all contribute to our ability to add talent to our songwriter and frontline artist signings. In this area, we are focused on unique talent that represents diversity across a variety of genres and sounds. Through this collaboration, we to partner with our clients to create new music, some of which tops the biggest music charts, helping achieve increased market share.

Listenership

While we are firmly rooted in the music business, we also acknowledge that we are, more broadly, in the business of listenership and are interested in owning content to which people are actively or discussions between anypassively listening. As such, we will continue to evaluate opportunities that allow us to own film score and production music content. We are interested in seeing how listening habits will shift over time, as consumers balance the time they spend listening to music versus time

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allocated to other kinds of content, such as podcasts or social media platforms. To this end, we expect to continue to explore these alternative avenues in the business of listenership, making investments in companies such as Audio Up Inc. — a company in which we invested in April 2021 — focusing on original podcast content featuring premium music.

Invest in Local Content in Emerging Markets

Our emerging markets platform is currently centralized at PopArabia. To date, we have signed talent from India, Lebanon and Palestine. We will continue to add local talent to the roster and buy regional catalogs. We are pursuing this strategy to take advantage of the projected growth in music consumption in the emerging markets by owning both global and regional content. The convergence of consumers’ increased access to music and our participation in content, will allow us to maximize the emerging market opportunity. We are also interested in the global movement of sound and talent and will look to play a pivotal role in exporting and importing talent from one geography to the next and create global collaborative opportunities for our roster.

Embrace Commercial Innovation with New Digital Distributors and Partners

Over the past year, we have seen significant licensing growth in in-home fitness platforms, with new licenses issued to Peloton, Hydrow and Apple Fitness+. We expect our licensing volume to increase and also extend to new market entrants in this area, in addition to new digital platforms across social media, non-fungible tokens (“NFTs”) or other categories, such as online gaming platforms. These licenses and the associate revenues are on balance accretive to our overall revenues, and we view being on the forefront of digital licensing to be a significant growth area for us. Our strategy is equally focused on the active issuance of licenses, and the pursuit of copyright infringement, with an eye on resolution and the establishment of mechanisms for future licensing and monetization,

In addition, an NFT is a unit of data stored on the blockchain that certifies the unique identity of a digital asset. NFTs have applications in the music industry as a means to distribute standalone musical content or in conjunction with a related experience, merchandise or visual art.

As an owner and administrator of copyrights, we are able to issue licenses for the use of our officersintellectual property on an NFT. Similarly, as an owner and administrator of master recordings, we are able to issue licenses for the use of these master recordings on an NFT. We are also providing consultative services to artist and songwriter clients interested in developing NFT products. We are actively engaged with Serenade Sound PTY Ltd. to explore issuances and monetization of these licenses and are in discussions with other companies active in the NFT marketplace.

We view this as an area of increased activity that qualifies as a new distribution vehicle for potentially enhanced musical content that could be accretive to revenues and foresee licensing our music for use with NFTs in addition to supporting our clients with strategies and products focused on NFTs.

Music Publishing

Music publishing is an intellectual property business focused on generating revenues from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter, or directorsengaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions.

The operations of our Music Publishing business are conducted through all of our offices as well as through various subsidiaries and sub-publishers. We owned or controlled rights to more than 130,000 compositions as of March 31, 2021, including numerous pop hits, American standards and motion picture and theatrical compositions. Assembled over decades, our award-winning catalog included over 5,000 clients as of March 31, 2021 and boasted a diverse range of genres, including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel.

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Royalties

As a copyright owner and administrator of musical compositions, Reservoir is entitled to receive royalties for the use of musical compositions. We continually add new musical compositions to our catalog and seek to acquire rights in musical compositions that will generate substantial revenues over the long term.

Music publishers generally receive royalties pursuant to public performance, digital, mechanical, synchronization and other licenses. In the United States, music publishers collect and administer mechanical royalties, and statutory rates are established pursuant to the U.S. Copyright Act of 1976, as amended, for the royalty rates applicable to musical compositions for sale and licensing of recordings embodying those musical compositions. In the United States, public performance income is administered and collected by music publishers and their performing rights organizations and, in most countries outside the United States, collection, administration and allocation of both mechanical and performance income are undertaken and regulated by governmental or quasi-governmental authorities. Throughout the world, each synchronization license is generally subject to negotiation with a prospective licensee, and music publishers pay a contractually required percentage of synchronization income to the songwriters or their heirs and to any target business regardingco-publishers.

Reservoir acquires copyrights or portions of copyrights and administration rights from songwriters or other third-party holders of rights in musical compositions. Typically, in either case, the grantor of these rights retains a right to receive a percentage of revenues collected by Reservoir. As an owner and administrator of musical compositions, we promote the use of those musical compositions by others. For example, we encourage recording artists to record and include our musical compositions on their recordings, offer opportunities to include our musical compositions in filmed entertainment, advertisements and digital media and advocate for the use of our musical compositions in live stage productions. Examples of music that generate music publishing revenue include, among others:

Performance — performance of the song to the general public

Broadcast of musical compositions on television, radio and cable
Live performance at a concert or other venue (e.g., arena concerts, nightclubs)
Broadcast of musical compositions at sporting events, restaurants or bars
Performance of musical compositions in staged theatrical productions

Digital — licensing of recorded music in various digital formats and digital performance of musical compositions to the general public

Streaming and download services

Mechanical — sale of recorded music in various physical formats

Vinyl, CDs and DVDs

Synchronization — use of the musical composition in combination with visual images

Films or television programs
Television commercials
Video games
Merchandising, toys or novelty items

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Other

Licensing of copyrights for use in printed sheet music

In the United States, mechanical royalties are collected directly by music publishers, from recorded music companies or via The Harry Fox Agency, a non-exclusive licensing agent affiliated with the Society of European Stage Authors and Composers (the “SESAC”) and, outside the United States, mechanical royalties are collected directly by music publishers or from collecting societies. Once mechanical royalties reach the publisher, percentages of those royalties are paid or credited to the songwriter or other rightsholder of the copyright in accordance with the underlying rights agreement. Mechanical royalties are paid at a rate of 9.1 cents per song per unit in the United States for physical formats (e.g., CDs and vinyl albums) and permanent digital downloads (recordings in excess of five minutes attract a higher rate). Rates are also set for interactive streaming and non-permanent downloads based on a formula that takes into account revenues paid by consumers or advertisers with certain minimum royalties that may apply depending on the type of service. “Controlled composition” provisions contained in some recording contracts may apply to the rates mentioned above pursuant to which artists and/or songwriters license their rights to their record companies for as little as 75% of the statutory rates. The current U.S. statutory mechanical rates will remain in effect through December 31, 2022. In most other jurisdictions, mechanical royalties are based on a percentage of wholesale prices for physical formats and based on a percentage of consumer prices for digital formats. In international markets, these rates are determined by multi-year collective bargaining agreements and rate tribunals.

Throughout the world, performance royalties are collected by publishers directly or on behalf of music publishers and songwriters by performance rights organizations and collecting societies. Key performing rights organizations and collecting societies include:

the ASCAP, the SESAC and the BMI in the United States;
the Mechanical-Copyright Protection Society and the Performing Right Society in the United Kingdom;
the German Copyright Society in Germany; and
the Japanese Society for Rights of Authors, Composers and Publishers in Japan.

The societies pay a percentage (which is set in each country) of the performance royalties to the copyright owner(s) or administrators (i.e., the publisher(s)), and a percentage directly to the songwriter(s), of the composition. Thus, the publisher generally retains the performance royalties it receives other than any amounts attributable to co-publishers.

Composers’ and Lyricists’ Contracts

Reservoir derives its rights through contracts with composers, lyricists (songwriters) or their heirs and with third-party music publishers. In some instances, those contracts grant either 100% or some lesser percentage of copyright ownership in musical compositions and/or administration rights. In other instances, those contracts only convey to Reservoir rights to administer musical compositions for a period of time without conveying a copyright ownership interest. Our contracts grant us exclusive use rights in the jurisdictions concerned excepting any pre-existing arrangements. Many of our contracts grant us rights on a global basis. Reservoir customarily possesses administration rights for every musical composition created by the writer or composer during the exclusive acquisition term of the contract.

While the duration of the administration rights under contracts may vary, some of our contracts grant us ownership and/or administration rights for the duration of copyright. See “— Intellectual Property — Copyrights.” U.S. copyright law permits authors or their estates to terminate an assignment or license of copyright (for the United States only) after a set period of time. See “Risk Factors — Risks Related to Intellectual Property and Data Security — Reservoir faces a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate.

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We anticipate structuring our initial business combination to acquire 100%loss of the equity interest or assets of the target business or businesses. We may, however, structure our initial business combination to acquire less than 100% of such interests or assets of the target business, but we will only consummate such business combination if we will become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an “investment company” under the Investment Company Act of 1940, as amended, or the “Investment Company Act” or,catalog to the extent permitted by law, we may acquirethat its recording artists have a right to recapture rights in their recordings under the U.S. Copyright Act.”

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Recorded Music

Our Recorded Music business consists of three types of sound recording rights ownership. The first type is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from current artists. The second type is the active marketing, promotion, distribution, sale and licensing of previously recorded and subsequently acquired catalog recordings. The third type is the acquisition of full or partial interests in existing record labels, sound recording catalogs or income rights to a royalty stream associated with an established recording artist or producer. Acquisition of these income participation interests is typically in connection with recordings that are owned, controlled and marketed by the major record labels.

Our frontline and catalog Recorded Music businesses are primarily handled by our Chrysalis Records team in London. In the United States, we manage some select catalogs of recorded music under our Philly Groove Records and Reservoir Records labels.

Our frontline and catalog Recorded Music distribution is handled by a network of distribution partners. Chrysalis Records catalog releases are distributed through AWAL, while our Chrysalis Records frontline releases are distributed through PIAS. Both of these distributors market, distribute and sell products of independent labels and artists to digital music services, retail and wholesale distributors and various distribution centers and ventures operating internationally. AWAL and PIAS use select physical product distributors to sell our CDs and vinyl, such as Alliance in Europe and Amped in the United States. We also distribute select recordings and video products directly to digital music services through licenses we secure via our membership with Merlin. Merlin is one of the top global digital rights agencies in the world negotiating licenses on behalf of many independent record labels, distributors and other music rightsholders.

Through our distribution network, our music is being sold in physical retail outlets, as well as via online retailers, such as amazon.com, and distributed in digital form to an ever expanding universe of digital partners including streaming services such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services such as iHeart Radio and SiriusXM, and download services. We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton, as well as to social media outlets such as Facebook, Instagram, TikTok and Triller.

A&R

Our staff has years of experience in identifying and contracting with recording artists who become commercially successful. Our ability to select recording artists who are likely to be successful is a key element of our frontline Recorded Music business strategy that targets recording artists who will achieve national, regional and international success. The frontline Recorded Music business line was launched in 2019 through the announcement that we would relaunch Chrysalis Records as an active frontline record label signing and developing new talent. Our first frontline release went on to receive critical acclaim, a Mercury Award shortlist nomination and a Grammy nomination.

Many of our catalog artists continue to appeal to audiences long after they cease releasing new music. We have an efficient process for sustaining sales across our catalog releases. We maximize the value of our catalog of recorded music through new marketing initiatives and we use our catalog as a source of material for re-releases, compilations, box sets and special package releases, which provide consumers with incremental exposure to familiar music and recording artists.

Recording Artists’ Contracts

Our recording artists’ contracts define the commercial relationship between our recording artists and our record labels. We negotiate recording contracts with recording artists that define our rights to use the recording artists’ music. For recordings that we acquire as part of a catalog acquisition, we do not have the ability to negotiate these recording artists’ contracts and, as a result, we step into the position of the previous catalog owner. In accordance with the terms of the recording artists’ contracts, the recording artists receive royalties based on sales and other uses of their music. We customarily provide up-front payments to recording artists, called advances, which are recoupable by us from future royalties otherwise payable to such recording artists. We also typically pay costs associated with the recording and

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production of any new music, as well as costs associated with marketing and video production, which are typically treated as advances recoupable by us from future royalties.

Our frontline recording artists’ contracts generally provide for more favorable terms to the recording artist, entitling us to a set amount of albums and an exclusive license to exploit those albums for a fixed period of time. In contrast, our catalog recording artists’ contracts typically grant us ownership for the duration of copyright. See “— Intellectual Property — Copyrights.” U.S. copyright law permits authors or their estates to terminate an assignment or license of copyright (for the United States only) after a set period of time. See “Risk Factors — Risks Related to Intellectual Property and Data Security — Reservoir faces a potential loss of catalog to the extent that its recording artists have a right to recapture rights in their recordings under the U.S. Copyright.

Marketing and Promotion

Our approach to marketing and promoting our recording artists and their music is comprehensive. Our goal is to maximize the likelihood of success for new releases as well as to further the success of catalog releases. We seek to increase the value of music and help our recording artists connect with their fans. The marketing and promotion of recorded music is carefully coordinated to create the greatest sales momentum while maintaining financial discipline. We have significant experience in our marketing and promotion departments, which we believe allows us to achieve an optimal balance between our marketing expenditure and the sale of our recordings. We use a budget-based approach to plan marketing and promotions, and we monitor all expenditures related to each release to ensure compliance with the agreed-upon budget. These planning processes are regularly evaluated based on updated sales reports, streaming service data and, to the extent applicable, radio airplay data, so that a promotion plan can be quickly adjusted if necessary.

Manufacturing, Packaging and Physical Distribution

We have arrangements with various suppliers and distributors as part of our manufacturing, packaging and physical distribution services throughout the world. We believe that our manufacturing, packaging and physical distribution arrangements are sufficient to meet our business needs.

Sales and Digital Distribution

We generate revenues from the new releases of frontline artists and our catalog of recordings. In addition, we actively repackage music from our catalog to form new products. Our revenues are generated in digital formats, including streaming and downloads, CD format, as well as through historical formats, such as vinyl albums.

In connection with the digital distribution of our music, we currently partner with a broad range of digital music services, such as Amazon, Apple, Deezer, Spotify, YouTube and Google, and are actively seeking to develop and grow our digital business. We also sell traditional physical formats through both the online distribution arms of traditional retailers, such as fye.com and walmart.com, and traditional online physical retailers, such as amazon.com. Streaming services stream our music on an ad-supported or paid subscription basis. In addition, downloading services download our music on a per-album or per-track basis. In digital formats, per-unit costs relate directly to physical products, such as manufacturing, distribution, inventory, and return costs do not apply. While there are some digital-specific variable interest entity,costs and infrastructure investments needed to produce, market and license digital products, it is reasonable to expect that we will generally derive a higher contribution margin from streaming and downloads than from physical sales. We sell our physical recorded music products through a variety of different retail and wholesale outlets including music specialty stores, general entertainment specialty stores, supermarkets, mass merchants and discounters, independent retailers and other traditional retailers. Although some of our retailers are specialized, many of our customers offer a substantial range of products other than music.

Most of our physical sales represent purchases by a wholesale or retail distributor. Our sale and return policies are in accordance with wholesale and retail distributor’s requirements, applicable laws and regulations, jurisdictional and customer-specific negotiations and industry practice.

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We or our distributor will enter into license agreements with digital music services to make our music available for access in digital formats (e.g., streaming and downloads). We then provide digital assets for our music to these services in an accessible form. License agreements with these services establish our fees for the distribution of our music, which vary based on the service. We typically receive accounting from these services on a monthly basis, detailing the distribution activity, with payments rendered on a monthly basis. Since the emergence of digital formats, our business has become less seasonal in nature.

Our Recording Artist and Songwriter Value Proposition

Our success is a function of attracting exceptional talent and helping them build long and lucrative careers. In an environment where music entertainment companies often fiercely compete to sign recording artists and songwriters, our ability to differentiate our core capabilities is crucial. We are constantly strengthening our skill sets, as well as evolving and expanding the comprehensive suite of services we provide. Our goal is not to be the biggest music entertainment company, but the best.

In the digital world, consumers have more than 50 million tracks at their fingertips, growing at a rate of approximately 40,000 songs per day. The sheer volume of music being released on digital music services is making it harder for recording artists and songwriters to stand out and get noticed. Consequently, music that is fresh and original is currently what resonates most strongly on digital music services. We believe our Recorded Music and Music Publishing businesses remain not just relevant but essential to the booming music entertainment economy. Our proven ability to cut through the noise is more necessary and valuable than ever.

Below is an overview of the many creative and commercial services we provide to our recording artists and songwriters. Our interests are aligned with theirs. By creating value for our recording artists and songwriters, we create value for ourselves. This philosophy drives our current momentum, and we believe it will continue to propel our business into the future.

Welcoming Talent

We offer recording artists and songwriters numerous pathways into our ecosystem. Whether it is an up-and-coming songwriter making music in his or her bedroom, a superstar artist selling out stadiums or an icon looking to curate a legacy, we offer tailored support and resources.

We are not just searching for immediate hits. We scout and sign talent with the market potential for longevity and lasting impact. As a result, we are constantly investing in new music every year without reducing our commitment to each recording artist and songwriter. It is that focus, patience and passion that has built and sustained the reputation that perpetuates our cycle of success.

Creative Partnership

Our A&R executives both champion and challenge the talent they sign, empowering them to realize their visions and evolve over time. Our longstanding relationships within the creative community also provide our recording artists and songwriters with a wide network of collaborators, which is a vital part of helping them to realize their best work. We provide the investment that gives our recording artists and songwriters the requisite time and space to experiment and flourish. This includes access to a multitude of songwriters’ rooms and recording studios around the globe with more to come.

Marketing and Promotion

We are experts in the art of amplification, with proven specialties in every aspect of marketing and promotion. From every meaningful digital music service and social media network to radio, press, film, television and retail, we are plugged into the most influential people and platforms for music entertainment. At the same time, by combining our collective experience with billions of transactions each and every week, we gather the insights needed to make meaningful commercial decisions grounded in data-based discipline. Most importantly, we quickly adapt to changes in

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how music is consumed to maximize the opportunities for our recording artists and songwriters. For example, we quickly honed our expertise in securing placement on playlists and other valuable positioning on digital music services.

Global Reach and Local Expertise

As of March 31, 2021, we employed approximately 70 persons worldwide, including temporary and part-time employees as well as employees that were added through acquisitions. This team is distributed across our offices from Los Angeles to Abu Dhabi and operates cohesively as a global team. The small size of our team allows us to be nimble and the geographic distribution enables us to look at music through a culturally relevant lens as required by different regions.

A Broad Universe of Opportunity

Albums, singles, videos and songs are still the primary drivers for our business. But as the demand for music has grown, music has been woven into the fabric of our daily lives in new and increasingly sophisticated ways. It is our job to help our recording artists and songwriters capitalize on this expanding universe.

In our Recorded Music business, beyond digital and physical revenue streams, we provide a wide array of artist services, including merchandise and e-commerce. In our Music Publishing business, we take an active role in expanding the consumption of music, through performance, digital, mechanical, synchronization and the original music publishing revenue stream, sheet music.

The centralization of our technology capabilities and data insights has resulted in increased transparency of our royalty reporting to our recording artists and songwriters. We defend and protect our recording artists’ and songwriters’ creative output by remaining vigilant in the collection of different types of royalties around the world and defending against illegitimate and illegal uses of our owned and controlled copyrights.

Representative Sample of Recording Artists and Songwriters

Our Recorded Music business includes music from:

Legacy acts, such as Sinéad O’Connor, Billy Idol (Generation X), The Specials, The Delfonics, The Waterboys and Vladimir Horowitz
Contemporary talent, including Laura Marling, Liz Phair and William The Conqueror

Our Music Publishing business includes musical compositions by:

Global superstars Migos, 2 Chainz, A Boogie Wit Da Hoodie, Young Thug, Ben Harper, Twysted Genius, David Guetta, Rascal Flatts, and Scott Stapp
Internationally renowned music icons, including John Denver, Sheryl Crow, Nick Drake, a-ha, Billy Strayhorn, Hoagy Carmichael and Big & Rich
Award-winning hitmakers, such as Ali Tamposi, Jamie Hartman, James Fauntleroy, Lauren Christy, Nitin Sawhney, and The Orphanage

Competition

We believe Reservoir is a competitive player in the recorded music and music publishing industries because of its strong reputation among creators and content owners and its value enhancement capabilities. In addition to competing against the major music companies, we also compete against other independent music companies, of which there are many. To a lesser extent, we compete with other uses of disposable consumer income for media and entertainment,

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however much of these alternatives present an opportunity for monetization for our business (e.g., television, motion pictures, and video games — all of which contain and license music).

The recorded music industry is highly competitive and subject to changing consumer preferences. The recorded music business requires ongoing discovery, development and marketing of new recording artists who achieve widespread popularity and commercial success. In 2020, the three largest recorded music companies — Universal Music Group, Sony Music Entertainment and Warner Music Group — accounted for approximately 70% of the global recorded music revenues, according to public company filings and Goldman Sachs Global Investment Research. Outside of these three companies, the landscape is highly fragmented with numerous players that collectively accounted for approximately 30% of the global recorded music market in 2020.

The music publishing industry is also highly competitive and dominated by three major players. According to Music & Copyright, Sony/ATV, Universal Music Publishing and Warner Music Group accounted for 61% of the global music publishing revenues in 2020. As in the recorded music industry, there are many smaller players that collectively accounted for the remaining 39% of the global music publishing revenues in 2020. These players also include individual songwriters who self-publish their work.

Intellectual Property

Copyrights

Our business, like that of other companies involved in the music entertainment industry, rests on our ability to maintain rights in sound recordings and musical compositions through copyright protection. In the United States, copyright protection for works created as “works made for hire” (e.g., works of employees or certain specially commissioned works) on or after January 1, 1978 generally lasts for 95 years from first publication or 120 years from creation, whichever expires first. The period of copyright protection for works created on or after January 1, 1978 that are not “works made for hire” lasts for the life of the author plus 70 years. Works created and published or registered in the United States prior to January 1, 1978 generally enjoy copyright protection for 95 years, subject to compliance with certain statutory provisions including notice and renewal. Additionally, the MMA extended federal copyright protection in the United States to sound recordings created prior to February 15, 1972. The duration of copyright protection for such sound recordings varies based on the year of publication, with all such sound recordings receiving copyright protection for at least 95 years, and sound recordings published between January 1, 1957 and February 15, 1972 receiving copyright protection until February 15, 2067. The term of copyright in the European Union for musical compositions in all member states lasts for the life of the author plus 70 years.

In the European Union, the term of copyright for sound recordings lasts for 70 years from the date of release in respect of sound recordings that were still in copyright on November 1, 2013 and for 50 years from date of release in respect of sound recordings the copyright in which had expired by that date. The European Union also harmonized the copyright term for joint musical works. In the case of a musical composition with words that is protected by copyright on or after November 1, 2013, the member states of the European Union are required to calculate the life of the author plus 70 years term from the date of death of the last surviving author of the lyrics and the composer of the musical composition, provided that both contributions were specifically created for the musical composition.

We are largely dependent on legislation in each jurisdiction in which we mayoperate to protect our rights against unauthorized reproduction, distribution, public performance or rental. In all jurisdictions where we operate, our intellectual property receives some degree of copyright protection, although the extent of effective protection varies widely. In a number of developing countries, the protection of copyright remains inadequate.

Technological changes have less thanfocused attention on the need for new legislation that will adequately protect the rights of producers. We actively lobby in favor of industry efforts to increase copyright protection and support the efforts of organizations, such as the Recording Industry Association of America, the IFPI, the National Music Publishers’ Association, the International Confederation of Music Publishers and the World Intellectual Property Organization.

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In the United States, rates for some copyright royalties are set and regularly reviewed by the CRB, a majoritythree-judge panel that functions as an independent unit within the Library of Congress. During the most recent review by the CRB of phonorecord royalties for the period from 2018 through 2022, the CRB recommended an increase of 44% in the mechanical streaming royalty rate paid to publishers by the digital services. There was an appeal by some of the votingdigital streaming services (Amazon, Google, Pandora, Spotify) but not all of them (Apple did not appeal). The rate increase is currently under review and in a remand process. The next reply briefs are due by July 2, 2021, after which time the CRB judges may decide, in their discretion, whether to request additional briefing, oral argument and/or live testimony. The final rate determination is expected to follow later in 2021. In the interim, the phonorecord streaming rate set prior to 2018 remains in place. We have not accrued any revenues related to this rate increase by the CRB.

Trademarks

We consider our trademarks to be valuable assets to our business. Although we cannot assure you that any future trademark applications, even for major trademarks, will register, we endeavor to register our major trademarks in those countries where we believe the protection of such trademarks is important for our business. Our major trademarks include the “Reservoir” name and circular “R” logo with blue stripe. We also use certain trademarks, including those of certain subsidiaries, pursuant to perpetual license agreements. We actively monitor and protect against activities that might infringe, dilute or otherwise harm our trademarks. However, the actions we take to protect our trademarks may not be adequate to prevent third parties from infringing, diluting or otherwise harming our trademarks, and the laws of foreign countries may not protect our trademark rights to the same extent as do the laws of the United States.

Joint Ventures

We have entered into various contractual joint venture arrangements pursuant to which we or certain of our subsidiaries jointly acquire publishing, administration, recording, songwriting and related rights and interests with third parties. These contractual joint venture arrangements differ from a traditional joint venture arrangement in that we typically do not form a new standalone special purpose vehicle to enter into such entity, butarrangement or hold any such assets.

Employees

As of March 31, 2021, we employed approximately 70 persons worldwide, including temporary and part-time employees as well as employees that were added through acquisitions. As of March 31, 2021, none of our employees in the United States were subject to a collective bargaining agreement, although certain employees in our non-domestic companies were covered by national labor agreements. We believe that our relationship with our employees is good.

Corporate Information

Reservoir and Reservoir Media Management are both Delaware corporations. Our principal executive offices are located at 75 Varick Street, 9th Floor, New York, New York 10013, and our telephone number is (212) 675-0541. Our website is www.reservoir-media.com. Information on, or accessible through, our website, or any other website accessible through our website, is not incorporated by reference into, and does not form a part of, this prospectus and is intended to be inactive textual reference only.

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MANAGEMENT OF THE COMBINED COMPANY

Overview of Executive Officers and Directors

Following the consummation of the Business Combination, the business and affairs of the Combined Company will be managed by or under the direction of the board of directors of the Combined Company. The following persons are serving as executive officers and directors of the Combined Company following the consummation of the Business Combination.

Name

Age

Position

Golnar Khosrowshahi(1)

49

Chief Executive Officer and Director

Rell Lafargue(1)

49

President, Chief Operating Officer and Director

Jim Heindlmeyer

49

Chief Financial Officer

Stephen M. Cook(1)

45

Director

Ezra S. Field(1)

51

Chair of the Board of Directors

Neil de Gelder(1)

68

Director

Jennifer G. Koss(1)

43

Director

Adam Rothstein(2)

49

Director

Ryan P. Taylor(1)

45

Director

(1)Reservoir’s designee.
(2)ROCC’s designee.

Golnar Khosrowshahi, 49, is the Chief Executive Officer and a member of the board of directors of the Combined Company following the consummation of the Business Combination. Ms. Khosrowshahi founded Reservoir in 2007 and is the Chief Executive Officer and a member of the board of directors of Reservoir. Under Ms. Khosrowshahi’s leadership, Reservoir has grown to own and administer over 130,000 copyrights and over 30,000 master recordings, with titles dating as far back as 1900. Ms. Khosrowshahi continues to lead the team in building a well-attended roster and an established catalog and was one of Billboard’s Most Powerful Female Executives for 2017, 2018, 2019 and 2020 and a Billboard Indie Power Player for 2017 and 2018. Furthermore, under Ms. Khosrowshahi’s leadership, Reservoir was awarded Publisher of the Year by Music Business Worldwide’s The A&R Awards in 2017 and 2019 and won Independent Publisher of the Year at the 2020 Music Week Awards. Prior to her foray into the music industry, Ms. Khosrowshahi worked in a number of different roles in advertising, design and experiential marketing.

In addition to her role as the Chief Executive Officer of Reservoir, Ms. Khosrowshahi serves as a member of the board of directors of the National Music Publishers’ Association, which is an association that works to ensure fair compensation and property rights for songwriters and their representatives. She sits on the National Music Publishers’ Association’s SONGS Foundation Board of directors, working alongside musical talent including Steven Tyler, Jewel and Kara DioGuardi to raise funds to support career songwriters. Working alongside artist director and cellist Yo-Yo Ma, Ms. Khosrowshahi served as board chair of Silkroad, a non-profit organization formed in 2000, and now serves as a director. In addition, she sits on ASCAP’s board of review. Ms. Khosrowshahi also is a member of the boards of directors of Reservoir’s various subsidiaries and affiliates. Furthermore, she is involved in a number of educational institutions, including being a Trustee Emeritus of Pearson College, one of the United World Colleges located in the Province of British Columbia, Canada, a Director Emeritus of the Hospital for Sick Children Foundation in Toronto, Canada, a former member of the President’s Advisory Council at Bryn Mawr College in Pennsylvania and a former Trustee of the Encyclopaedia Iranica Foundation at the Columbia University Center for Iranian Studies in New York City. In 2018, Ms. Khosrowshahi was elected to the board of directors of Restaurant Brands International Inc. and, in 2021, she was named a member of the board of directors of Nomad Foods. Ms. Khosrowshahi also served on the inaugural Steering Committee for the Asia Society’s Triennial of Asia. Ms. Khosrowshahi received her BA from Bryn Mawr College and her MBA from Columbia University.

Rell Lafargue, 49, is the President, Chief Operating Officer and a member of the board of directors of the Combined Company following the consummation of the Business Combination. Mr. Lafargue has been the President and Chief Operating Officer of Reservoir since October 2013 and oversees all aspects of Reservoir’s day-to-day

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operations in New York, Los Angeles, Nashville, London and Abu Dhabi. When Mr. Lafargue joined Reservoir in 2008, the company represented four songwriters and 2,000 songs. Building on over twenty years of industry experience, Mr. Lafargue built Reservoir’s infrastructure, established its administration systems and developed the international network that oversees Reservoir’s copyrights to this day. Under his direction, Reservoir has grown to own and administer over 130,000 copyrights and over 30,000 master recordings, with titles dating as far back as 1900. Mr. Lafargue continues to spearhead Reservoir’s international and domestic expansion efforts, having overseen the acquisitions and integrations of the historic Shapiro Bernstein catalog, TVT Music Publishing catalog, First State Media Group catalog, UK publishers Reverb Music and P&P Songs and iconic record labels, Philly Groove Records and Chrysalis Records. In addition, Mr. Lafargue was instrumental in signing Nate “Danja” Hills, one of Reservoir’s first high-profile writer-producers, to the Reservoir roster. From 2005 until 2008, Mr. Lafargue was a Vice President at TVT Records and TVT Music Publishing, where he worked with artists including Nine Inch Nails, Lil Jon, Snoop Dogg, Scott Storch and Pitbull.

Mr. Lafargue is a member of the board of directors and the compensation committee of Reservoir and a member of the boards of directors of Reservoir’s various subsidiaries and affiliates. He has also served on the board of directors and publisher nominating committee of the Mechanical Licensing Collective since March 2020, the Association of Independent Music Publishers  —  New York Chapter since December 2018 and the board of directors of Music Publishers Canada since March 2018, working to promote the interests of music publishers and their songwriting partners. Beyond his career in music publishing, Mr. Lafargue is an accomplished producer, performer, arranger, software consultant and university lecturer. He holds a master’s degree in Music Business and Entertainment Industries from the University of Miami and a bachelor of arts degree from the University of Louisiana.

Jim Heindlmeyer, 49, is the Chief Financial Officer of the Combined Company following the consummation of the Business Combination. Mr. Heindlmeyer has been the Chief Financial Officer of Reservoir since April 2021, in which we are the primary beneficiary. We will not consider any transaction that does not meet this criterion. Even though we will own a majority interest in the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange forcapacity he has overseen all of the outstanding capital stockaccounting functions company-wide as well as managed other information technology, human resources, business development and label operations functions. Prior to being appointed as the Chief Financial Officer, Mr. Heindlmeyer was the Executive Vice President of a target. In this case, we would acquire a 100% controlling interestOperations of Reservoir from January 2020 until March 2021. He was an independent consultant from December 2017 until January 2020. From July 2013 until October 2017, Mr. Heindlmeyer served as the President and Chief Operating Officer of Yonder Music, where he led the launch of the music service in multiple countries in Southeast and South Asia, including creating subsidiaries in each of the markets and establishing local offices staffed by professionals responsible for working with the company’s partners in the target. However,region. Mr. Heindlmeyer started his career at KPMG LLP, went on to lead finance at TVT Records for over ten years and subsequently moved into the digital music space holding positions at The Orchard and streaming platforms Beyond Oblivion and Yonder Music. Mr. Heindlmeyer graduated from the Boston University with a Bachelor of Science in Business Administration, magna cum laude.

Stephen M. Cook, 45, joined the board of directors of the Combined Company following the consummation of the Business Combination. Mr. Cook has served on the board of directors of Reservoir since April 2019. He has been an investment partner at Slate Path Capital, an investment firm based in New York that he co-founded, since 2012. Prior to co-founding Slate Path Capital, Mr. Cook worked at Blue Ridge Capital from 2005 until 2012. Prior to receiving his MBA from the Stanford Graduate School of Business in May 2005, Mr. Cook worked at Hicks, Muse, Tate & Furst in Dallas, Texas, where he focused on leveraged buy-outs and corporate restructuring. He began his career as an analyst at Credit Suisse First Boston working on corporate mergers and acquisitions. Mr. Cook received his MBA from the Stanford Graduate School of Business in May 2005 and his undergraduate degree in business administration from the University of Texas. We believe Mr. Cook is well qualified to serve as a resultmember of the issuanceboard of directors of the Combined Company due to his extensive investment experience in the public and private markets.

Ezra S. Field, 51, joined the board of directors of the Combined Company following the consummation of the Business Combination. Mr. Field has been a substantialSenior Advisor of Roark Capital Group since December 2020. He joined Roark Capital Group in 2007 and served in a variety of roles, including the Chief Investment Officer and the Co-Chief Investment Officer from April 2016 until December 2020. Previously, he worked at ACI Capital Co. from 2001 until 2007. Mr. Field was an entrepreneur and venture capitalist with TeachScape and Open Venture Group in 2000. He also served as a law clerk to the Honorable Ralph K. Winter, Chief Judge on the U.S. Court of Appeals for the Second Circuit, from 1998 until 1999. Mr. Field currently serves on the board of directors of Mursion, a leader in immersive

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virtual reality training for emotional intelligence in the workplace, since February 2021. He served on the board of directors of GAM Holdings, A.G., a public company based in Switzerland, from 2016 until 2019. In addition, Mr. Field has served on a number of new shares, our stockholders immediatelyboards of directors at Roark Capital Group and ACI Capital Co. Since 2014, Mr. Field has served on the board of directors of the not-for-profit Business Executives for National Security. His prior to our initial business combination could own less thannot-for-profit board experience includes serving on the board of directors for Global Kids from 2014 until 2019, the board of trustees for the Baltimore Leadership School for Young Women Support Foundation from 2008 until 2015 and the board of trustees of the Asian University for Women Support Foundation from 2003 until 2012. Mr. Field served as an Adjunct Professor at Pace Law School in 2005, where he taught mergers and acquisitions. He earned his J.D. from Columbia Law School in 1998, where he was a majoritySenior Review and Essay Editor for the Columbia Law Review, a Harlan Fiske Stone Scholar and a John M. Olin Law & Economics Fellow. He earned his M.B.A. from Columbia Business School in the same year, where he was a member of our outstanding shares subsequent to our initial business combination.the Beta Gamma Sigma Honorary Society. Mr. Field earned his B.A., with honors, from Wesleyan University in 1991.

As more fully discussed in “Management — ConflictsNeil de Gelder, 68, joined the board of Interest,” if anydirectors of our officers orthe Combined Company following the consummation of the Business Combination. Since January 2021, Mr. de Gelder has served as the vice chair of the board of directors becomes aware of Stern Partners Inc., a business combination opportunity that which might be appropriate for any entity to which he or she has fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. For example, Byron Roth, Gordon Roth and Aaron Gurewitz are affiliated with Roth, and Rick Hartfiel and John Lipman are affiliated with Craig-Hallum, our lead book-running managing underwriters. Such officers and directors owe a pre-existing fiduciary duty to Roth or Craig-Hallum, as applicable, meaning that they will present opportunities to Roth or Craig-Hallum, or their respective clients, prior to presenting them to us, if, for example, a potential target company is open to either raising funds in an offering or engaging in a transactionVancouver-based private investment firm with a SPAC.portfolio of controlling interests in numerous operating companies across a wide range of industry sectors, including manufacturing, distribution, retailing, environmental services, publishing and printing and real estate development. Prior to his retirement in December 2020, Mr. de Gelder served as the Executive Vice President of Stern Partners Inc. from 2005, where he held senior executive roles with responsibilities for various activities, including strategic advice to operating companies, acquisitions and divestitures and capital deployment generally. In addition, eachMr. de Gelder is a director of Byron Roth, Gordon Roth, Aaron Gurewitz, John Lipman, Rick Hartfiel, Molly Hemmeter, Daniel M. Friedberg,Highgate Investments LLC, which will own approximately 1.5% of the Combined Company following consummation of the Business Combination. Mr. de Gelder has provided conflict of interest advisory services to TransLink, the largest public transportation services provider in British Columbia, since 2008. He also provided conflict of interest advisory services to HSBC Global Asset Management (Canada) Inc., the portfolio manager of HSBC’s Canadian mutual funds, from 2015 until March 2021. Previously, Mr. de Gelder worked in private legal practice from 1990 until 2005, specializing in public company financing, mergers & acquisitions, and corporate governance for clients across a variety of industry sectors. He was frequently identified as a leading lawyer in Canada in his field and was appointed Queen’s Counsel by British Columbia’s Attorney General in 1999. Mr. de Gelder began his legal career in 1978 and practiced corporate and commercial law until 1987, when he was appointed the Executive Director of the British Columbia Securities Commission, where he led its regulatory, policy and enforcement operations, until 1990. Mr. de Gelder serves as an independent director and, since 2012, has chaired the nominating and governance committee and served as a member of the audit committee of Pan American Silver Corp., a Nasdaq- and TSX-listed precious metals mining company with operations in Latin America, Mexico and Canada. He was also the vice chair of the board of directors and the chair of the governance committee of ICBC, a multi-billion-dollar auto insurer owned by the Province of British Columbia, from 2004 until 2011. Mr. de Gelder also served as the chair of the board of directors and the chair of the audit committee of Discovery Fund VCC, a public, unlisted venture capital fund for British Columbia-based technology companies, from 2002 until 2016. He received his law degree from Osgoode Hall Law School in Toronto, Canada. We believe Mr. de Gelder is well qualified to serve as a member of the board of directors of the Combined Company due to his four decades of legal, regulatory and investment experience in the public and private markets both domestically and internationally as well as his experience serving on the boards of directors of public and private companies.

Jennifer G. Koss, 43, joined the board of directors of the Combined Company following the consummation of the Business Combination. Ms. Koss has served as a Founding Partner of Springbank Collective, an early stage investment firm focused on gender equality, since 2020. She has also served as the Chief Executive Officer of BRIKA, an experiential retail agency, since she co-founded the company in 2012. Previously, Ms. Koss worked for over a decade in management consulting and investment banking as an Associate at The Bridgespan Group, a Senior Investment Associate at Ontario Teachers' Private Capital and a Senior Associate at the Parthenon Group LLC. Ms. Koss has served on the board of directors and as a member of the audit committee for Komplett Group, a Norwegian e-commerce company, since 2020 and has served on the board of directors and as a member of the audit and governance committees for Dream Unlimited, a public Canadian real estate company, since 2014. She has served on the board of directors of Moller Eiendom, a Norwegian real estate portfolio company, since 2021. She has also served on the board of directors for Active Brands AS, a sports apparel and equipment company, Senscom, a Norwegian healthcare technology company, and Sneakersnstuff, a shoe and streetwear company, since 2020. Ms. Koss has served as a trustee and member of the

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finance committee for the National Ballet of Canada since 2018. She also served as a trustee and member of the audit and finance committee of the Art Gallery of Ontario from 2017 until 2020. Ms. Koss holds an MBA from Harvard Business School, an MPhil from the University of Oxford and an A.B. from Harvard University.

Adam Rothstein are officers, 49, resigned from the ROCC Board and joined the board of directors of the Combined Company following the consummation of the Business Combination. Mr. Rothstein served as a member of the board of directors of Roth CH Acquisition I Co., (NASDAQ: ROCH) from May 2020 until March 2021 and is a member of the board of directors of Roth CH Acquisition III Co. (NASDAQ: ROCR) since March 2021, each of which is a special purpose acquisition company that has entered into an agreement and plan of merger with PureCycle Technologies LLC pursuant to which Roth CH Acquisition I Co. will acquire PureCycle Technologies LLC. If the business combination between Roth CH Acquisition I Co. and PureCycle is not consummated for any reason, Roth CH Acquisition I Co. will have priority over us in connection with potential target businesses identified by each of them. These affiliations may limit the number of potential targets they present to us for purposes of completing a business combination.

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act) and will remain such for up to five years. However, if our non-convertible debt issued within a three-year period or our total revenues exceed $1.07 billion or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.

Competitive Strengths

Our management team is led by Byron Roth and partners of both Roth and Craig-Hallum who have over 100 years of combined operational, deal-making and investment experience. Our mission is to unlock value for our stockholders by identifying an acquisition target in the business services, consumer, healthcare, technology, wellness or sustainability sectors. Given the experience of our management team in these sectors, we believe we have significant resources to identify, diligence, and structure transactions that could be favorable for all stockholders.

We believe our management team’s backgrounds, and Roth and Craig-Hallum’s unique sourcing infrastructure, provide us with the ability to identify transactions and target businesses that can thrive as publicly-traded companies. Additionally, over the course of their careers, the members of our management team and our affiliates have developed extensive networks of contacts and corporate relationships that we believe will provide us with an important source of initial business combination opportunities. These networks have provided our management team and our affiliates with deal flow that has resulted in numerous transactions. We anticipate that target business candidates will also be brought to our attention from various unaffiliated sources, including family offices, investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises.

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Management Team

Our management team, through its members’ shared experience at Roth and Craig-Hallum, has a history of identifying targets and making strategic investments, acquisitions and raising capital. Roth and Craig-Hallum are small-cap growth investment banks with deep expertise and relationships in the business services, consumer, healthcare, technology, wellness and sustainability sectors. Since inception in 1992, Roth has raised over $50 billion in equity and debt offerings for small cap growth companies; Craig-Hallum has raised over $25 billion for small cap growth companies since its inception in 1997. Together, Roth and Craig-Hallum have approximately 40 senior research analysts covering approximately 550 companies, and over 40 sales people servicing approximately 1,000 institutional investors. Combined, the two firms have been underwriters on approximately 60 IPOs since the JOBS Act and completed over 400 M&A and advisory assignments. Roth and Craig-Hallum sponsor over 15,000 meetings with institutional clients annually.

Byron Roth, our Chairman and Chief Executive Officer, is Chairman and Chief Executive Officer of Roth Capital Partners, LLC, a privately-owned investment banking firm dedicated to the small-cap public market and headquartered in Newport Beach, California. In addition, Mr. Roth is a co-founder and General Partner of three private investment firms; Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion. Mr. Roth earned his B.B.A. from the University of San Diego and his MBA from the Cornell SC Johnson College of Business.

Gordon Roth, our Chief Financial Officer, is Chief Financial Officer and Chief Operating Officer of Roth Capital Partners, LLC. Prior to joining Roth, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Mr. Roth brings over 40 years of accounting experience, as he spent thirteen years with Deloitte & Touche beginning in 1978, where he served as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the America Institute of CPA’s. Mr. Roth has a B.A. from William Penn University, and a Master of Science in Accounting from Drake University.

Rick Hartfiel, our Co-President, is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel has been an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

John Lipman, our Chief Operating Officer, is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial and technology sectors. Mr. Lipman has completed over 125 equity, convertible and debt offerings and advisory assignments for growth companies, including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies. Mr. Lipman has over 20 years investing experience in small capitalization companies, and started his career in venture capital and investor relations. Mr. Lipman earned his B.A. in Economics from Rollins College.

Aaron Gurewitz, our Co-President, is a Managing Director and has been Head of Equity Capital Markets at Roth since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz graduated summa cum laude from San Diego State University with a B.S. in Finance.

Molly Hemmeter will become a member our Board of Directors at the closing of this offering. Since January of 2020, Ms. Hemmeter has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco with a rich history spanning nearly 100 years. With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer of agricultural products, animal nutrients and specialty ingredients and chemicals. Also since January 2020, Ms. Hemmeter has served as Board Director for Flower One, a publicly traded company that specializes in large-scale cultivation and production of high-quality, low-cost cannabis with operations located in Nevada. Since October 2020, Ms. Hemmeter has served as Board Director of The Wine Group. The Wine Group is a privately-held, management-owned company that is the second largest wine producer in the US and third largest in the world. From 2009 to 2019, Ms. Hemmeter served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $550M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Hemmeter has also served on the Board of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic growers in North America, from 2018 to 2019. Prior to Landec, from 2006 to 2009, Ms. Hemmeter served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Hemmeter has also been an executive in two software companies and held additional positions in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies. Ms. Hemmeter holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School.

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Daniel M. Friedberg will become a member our Board of Directors at the closing of this offering. Mr. Friedberg has served as Chairman of the Board of Quest Resource Holding Corp. (NASDAQ: QRHC) since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. Mr. Friedberg started with Bain & Company in the London office in 1987, was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private equity businesses. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg currently serves on the Board at Buttonwood Networks and USA Field Hockey. Mr. Friedberg serves on the Board of Directors of Point Pickup Technologies and Triphammer Ventures LLC and has previously served on the Board of Directors at GP Strategies Corp. (GPX), InnerWorkings, Inc. (INWK), Performance Sports Group Ltd. (PSG) and X-Rite, Inc. (XRIT). Mr. Friedberg has a Master’s in Business Administration degree from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology.

Adam Rothstein will become a member our Board of Directors at the closing of this offering. Mr. Rothstein is a Co-Founder and General Partner inof Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013 and 2014, respectively. Since September 2020, Mr. Rothstein has also been the Executive Chairman of 890 5th Avenue Partners, Inc., a special purpose acquisition company focused on the media and entertainment sectors, which completed its public offering in January 2021. Since 2014, Mr. Rothstein has been a Venture Partner in Subversive Capital, and the Managing Member of 1007 Mountain Drive Partners, LLC, which are bothis a consulting and investment vehicles.vehicle. Previously, from July 2019 until January 2021, Mr. Rothstein is alsowas a sponsor and director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX: SBVCF), which is a special purpose acquisition company.company that partnered with Shawn “JAY-Z” Carter and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc., and which now trades as TPCO Holding Corp. (NEO: GRAM.U) (OTCQX: GRAMF). Mr. Rothstein has over 20 years of investment experience, and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the USUnited States and in Israel and is on the Advisory Board for the Leeds School of Business at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has ana Master of Philosophy (MPhil) in Finance from the University of Cambridge. We believe Mr. Rothstein is well-qualified to serve as a member of the board of directors of the Combined Company due to his two decades of investment experience in the public and private markets both domestically and internationally.

The past performanceRyan P. Taylor, 45, joined the board of Roth and Craig-Hallum, our management team and affiliates, or businesses with which they are or have been associated, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination ordirectors of success with respect to any business combination we may consummate. You should not relythe Combined Company following the consummation of the Business Combination. Mr. Taylor has served on the historical record or past performanceboard of our management team or their affiliates ordirectors of Reservoir since April 2019. He has been the businesses with which they are or have been associatedManaging Partner of Richmond Hill Investment Co., LP since its founding in 2010 and has also served as indicativea Managing Director of our future performance.

About Roth Capital Partners

Roth provides investment bankingRichmond Hill Investments, LLC since its founding in 2008. Richmond Hill is based in New York City and research and trading services that include capital raising, mergers and acquisitions, research coverage, sales/trading, market making, corporate access conferences and more. Roth currently provides research coverage on approximately 370 public companies. Under Mr. Byron Roth’s leadership, since 1992, Roth has raised over $50 billion for small cap companies and completed over 335 advisory assignments.

About Craig-Hallum

Craig-Hallum is a privately-ownedregistered investment banking firm dedicated to the small-cap public market and headquartered in Minneapolis, MN. Founded in 1997, Craig-Hallum provides high-quality research coverageadviser that manages private investment partnerships that invest on approximately 285 public companiesan opportunistic basis across a variety of sectorsindustries and asset classes. Before joining Richmond Hill, Mr. Taylor worked at the global investment bank, Greenhill & Co. Inc., from 1998 until 2008, most recently as a Principal. Mr. Taylor has served on the board of directors of Tommy Boy Music, LLC since 2017 until the consummation of the acquisition of Tommy Boy by Reservoir in June 2021. He currently serves on the board of directors of a number of private companies, including technology, healthcare, diversified industrials, consumer and energy verticals. Since 2013, Craig-Hallum has completed over 300 equity offerings and advisory assignments for its clients.

Business Strategy

Our management team’s objective is to generate attractive returns and create value for our stockholders by applyingseveral involved in the music business. He earned a disciplined strategy of identifying attractive investment opportunities that could benefitB.B.A. in Finance with Honors from the additionUniversity of capital, management expertise and strategic insight.

Texas at Austin in 1998. We will leverage our management team’s broad network of proprietary and public transaction sourcesbelieve Mr. Taylor is well qualified to find an opportunity where their expertise could effectserve as a positive transformationmember of the existing business to improveboard of directors of the overall value proposition while maximizing shareholder value.

Our management team believes it can identify companies that are under-performing their potentialCombined Company due to a temporary period of dislocationhis extensive investment experience in the music industry, his experience investing in the public and private markets, as well as his experience serving on the boards of directors of public and private companies.

Classified Board of Directors

The Combined Company’s board of directors consists of eight members immediately following the consummation of the Business Combination. In accordance with the Charter, the board of directors of the Combined Company is divided into three classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. The directors are divided among the three classes as follows:

the Class I directors are Mr. Rell Lafargue and Mr. Neil de Gelder their terms will expire at the annual meeting of stockholders to be held in 2022;
the Class II directors are Mr. Stephen M. Cook, Ms. Jennifer G. Koss and Mr. Adam Rothstein, and their terms will expire at the annual meeting of stockholders to be held in 2023; and

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the Class III directors are Ms. Golnar Khosrowshahi, Mr. Ezra S. Field and Mr. Ryan P. Taylor, and their terms will expire at the annual meeting of stockholders to be held in 2024.

The Combined Company expects that any additional directorships resulting from an increase in which they operate, inefficient capital allocations, over-levered capital structures, excessive cost structures, incomplete management teams and/the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors of the Combined Company into three classes with staggered three-year terms may delay or inappropriate business strategies. In order to increase shareholder value, we will seek to identify these dislocations and implementprevent a proven course correction plan where management agreements are put in place, debt and equity structures are realigned and costs are reduced.

We intend to source initial business combination opportunities through the extensive networkschange of our management teamor a change in control.

Committees of the Board of Directors

The Combined Company’s board of directors have the authority to appoint committees to perform certain management and their affiliates. Overadministration functions. Following the courseconsummation of their careers, the members of our management teamBusiness Combination, the Combined Company will have developed a broad network of contactsthe audit committee, the compensation committee and the nominating and corporate relationships, including seasoned executivesgovernance committee. In addition, from time to time, special committees may be established under the direction of the board of directors of the Combined Company when necessary to address specific issues. The composition and operators, private equity investors, lenders, attorneysresponsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the board of directors of the Combined Company. Following the consummation of the Business Combination, the charters for each of these committees will be available on the Combined Company's website at https://www.reservoir-media.com. Information contained on or accessible through Reservoir’s website is not a part of this prospectus, and family offices,the inclusion of such website address in this prospectus is an inactive textual reference only.

Audit Committee

The Combined Company’s audit committee is expected to consist of Mr. Ezra S. Field, Mr. Neil de Gelder and Mr. Adam Rothstein. The Board has determined that we believeeach proposed member of the audit committee is independent under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of the audit committee is expected to be Mr. Neil de Gelder. The Board has determined that Mr. Adam Rothstein is an “audit committee financial expert” within the meaning of the SEC rules and regulations. In addition, the Board has determined that each proposed member of the audit committee has the requisite financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, the Board has examined each proposed member’s scope of experience and the nature of his or her employment in the corporate finance sector.

The primary purpose of the audit committee is to discharge the responsibilities of the Combined Company’s board of directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. The audit committee of the Combined Company will provide our management team with a robust flow of acquisition opportunities.be responsible for, among other things:

4appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
discussing with our independent registered public accounting firm their independence from management;
reviewing, with our independent registered public accounting firm, the scope and results of their audit;
approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;
overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
reviewing our policies on risk assessment and risk management;

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reviewing related person transactions; and
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

We believe successful specialThe Combined Company’s compensation committee is expected to consist of Mr. Stephen M. Cook, Mr. Ezra S. Field and Mr. Neil de Gelder. The Board has determined that each proposed member of the compensation committee is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chairperson of the compensation committee is expected to be Mr. Ezra S. Field.

The primary purpose acquisition companies require a differentiated storyof the compensation committee is to make a business combination attractive for potential sellersdischarge the responsibilities of businesses who become partners in a public markets context. We believe that our teamthe Combined Company’s board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate. The compensation committee of the Combined Company will be an attractive partner given our proven track recordresponsible for, among other things:

reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving (either alone or, if directed by the board of directors of the Combined Company, in conjunction with a majority of the independent members of the board of directors of the Combined Company) the compensation of the Combined Company’s Chief Executive Officer and other executive officers;
reviewing and approving or making recommendations to the board of directors of the Combined Company regarding the Combined Company’s incentive compensation and equity-based plans, policies and programs;
reviewing and approving any employment agreement or compensatory transaction with an executive officer of the Combined Company involving compensation in excess of $120,000 per year;
making recommendations to the board of directors of the Combined Company regarding the executive officer and director indemnification and insurance matters; and
retaining and overseeing any compensation consultants.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee of both operationalthe Combined Company is expected to consist of Mr. Stephen M. Cook, Mr. Neil de Gelder and Mr. Ryan P. Taylor. The Board has determined that each proposed member of the nominating and corporate governance committee is independent under the Nasdaq listing standards. The chairperson of the nominating and corporate governance committee is expected to be Mr. Stephen M. Cook.

The nominating and corporate governance committee will be responsible for, among other things:

identifying individuals qualified to become members of the board of directors of the Combined Company, consistent with criteria approved by the board of directors of the Combined Company;
overseeing succession planning for the Combined Company’s Chief Executive Officer and other executive officers;
periodically reviewing the leadership structure of the board of directors of the Combined Company and recommending any proposed changes to the board of directors of the Combined Company;
overseeing an annual evaluation of the effectiveness of the board of directors of the Combined Company and its committees; and

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developing and recommending to the board of directors of the Combined Company a set of corporate governance guidelines.

Risk Oversight

The Combined Company’s board of directors will be responsible for overseeing the Combined Company’s risk management process. The Combined Company’s board of directors will focus on the Combined Company’s general risk management strategy, the most significant risks facing the Combined Company, and will oversee the implementation of risk mitigation strategies by management. The audit committee of the Combined Company will also be responsible for discussing the Combined Company’s policies with respect to risk assessment and risk management. The Combined Company’s board of directors believes its administration of its risk oversight function has not negatively affected the leadership structure of the Combined Company’s board of directors.

Code of Ethics

The Combined Company will adopt the code of ethics that will apply to all of its employees, officers and directors, including those officers responsible for financial success in small and medium sized public companies and our deep understandingreporting. Following the consummation of how to navigate complicated shareholder and capital markets dynamics in a small and mid-cap context.

the Business Combination, Criteriathe code of ethics will be available on the Combined Company’s website at https://www.reservoir-media.com. Information contained on or accessible through Combined Company’s website is not a part of this prospectus, and the inclusion of such website address in this prospectus is an inactive textual reference only. The Combined Company intends to disclose any amendments to the code of ethics, or any waivers of its requirements, on its website to the extent required by the requirements of applicable law and Nasdaq listing rules.

Compensation Committee Interlocks and Insider Participation

Consistent with this strategy, weNo member of the board of directors or compensation committee of the Combined Company has ever been an officer or employee of either ROCC or Reservoir. None of the Combined Company’s expected executive officers serve, or have identifiedserved during the following general criteria and guidelineslast year, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any other entity that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.

Middle-Market Business. We will seek to acquirehas one or more businessesexecutive officers serving as a member of the board of directors or the compensation committee of either ROCC or Reservoir.

Non-Employee Director Compensation

Following the consummation of the Business Combination, the board of directors of the Combined Company intends to approve a non-employee director compensation program. Pursuant to this non-employee director compensation program, the Combined Company’s non-employee directors will receive both cash and equity compensation for his or her service as a member of the Combined Company’s board of directors.

Executive Compensation

Following the consummation of the Business Combination, the following individuals will serve as executive officers of the Combined Company: Ms. Golnar Khosrowshahi as the Chief Executive Officer, Mr. Rell Lafargue as the President and Chief Operating Officer and Mr. Jim Heindlmeyer as the Chief Financial Officer. See “Executive Compensation — Compensation of Executive Officers and Directors” for historical compensation for the above-named executive officers.

Following the consummation of the Business Combination, Reservoir intends to develop an executive compensation program that is designed to align compensation with the Combined Company’s business objectives and the creation of stockholder value, while enabling the Combined Company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the Combined Company. Decisions on the executive compensation program will be made by the Combined Company’s compensation committee.

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EXECUTIVE COMPENSATION

Compensation of Executive Officers and Directors

Introduction

As an enterpriseemerging growth company, Reservoir has opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. The discussion below sets forth the material components of the executive compensation program for Reservoir’s executive officers who were Reservoir’s “named executive officers” and are “named executive officers” of the Combined Company following the consummation of the Business Combination. Ms. Golnar Khosrowshahi and Mr. Rell Lafargue were Reservoir’s “named executive officers” for the year ended March 31, 2021.

Summary Compensation Table

The following table sets forth compensation that Reservoir’s principal executive officer and the next highest paid executive officer (together, the “NEOs”) earned during the year ended March 31, 2021.

Non-Equity

Incentive Plan

All Other

Compensation

Compensation

Name and Principal Position

    

Year

    

Salary ($)

    

Bonus ($)(1)

    

($)(1)

    

($)

    

Total ($)

Golnar Khosrowshahi

 

 

 

 

 

 

Chief Executive Officer

2021

370,000

200,000

570,000

Rell Lafargue

 

 

 

 

 

 

President and Chief Operating Officer

2021

367,889

1,408,918

1,776,807

(1)Represents cash amounts earned based on performance for the fiscal year.

Narrative to Summary Compensation Table

Employment Agreements

Golnar Khosrowshahi

On April 1, 2021, Ms. Khosrowshahi entered into an employment agreement (the “Khosrowshahi Employment Agreement”) with Reservoir Media Management, to serve as the Chief Executive Officer for a term beginning on April 1, 2021 through April 1, 2024, which will automatically be extended for successive two-year periods, unless either party provides written notice to the other party at least 180 days prior to the expiration of the term of its intent not to extend the Khosrowshahi Employment Agreement. Under the Khosrowshahi Employment Agreement, Ms. Khosrowshahi’s annual base salary is $400,000 and she will be eligible to receive a target annual bonus equal to 50% of her then current base salary based on the attainment of certain company revenue targets and qualitative measures, as determined by the board of directors of Reservoir in consultation with Ms. Khosrowshahi. In addition, as soon as practicable after April 1, 2021, she is entitled to a long-term equity award with a grant date fair value of approximately $250 million$3,680,000 (equal to $1 billion, determined$920,000 per year for four years). The Khosrowshahi Employment Agreement provides for certain severance benefits to be paid in the sole discretionevent of our officersemployment termination in certain circumstances. See “— Potential Payments upon Termination of Employment or Change in Control” for a description of such severance benefits.

Ms. Khosrowshahi is subject to certain post-termination restrictive covenants under the Khosrowshahi Employment Agreement, including 12-month non-competition, 12-month non-solicitation of employees, perpetual mutual non-disparagement and directors accordingperpetual confidentiality covenants. The Khosrowshahi Employment Agreement may be assigned to reasonable accepted valuation standardsReservoir in connection with the Business Combination.

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Rell Lafargue

On April 1, 2020, Mr. Lafargue entered into an employment agreement (the “Prior Lafargue Employment Agreement”) with Reservoir Media Management to serve as the President and methodologies. We believe that middle-market segment provides the greatest number of opportunitiesChief Operating Officer for investment and where we believe we have the strongest network to identify opportunities.

Established Businesses. We will seek to acquire one or more businesses or assets that have a history of, or potentialterm beginning on April 1, 2020 through April 1, 2023, which would automatically extend for strong, stable cash flow generation, with predictable and recurring revenue streams.

Complex Proprietary Opportunities. Our management team has a proven track record of identifying companies that are under-performing their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocations, over-levered capital structures and/or excessive cost structures. We expect our management team’s focus on complex situations that require creative solutions to lead to less competitive transactions where we can combine with attractive businesses at reasonable valuations. While our management team is focused on complex situations as a means to find attractively-priced transactions, we do not intend to pursue turnarounds or situations that do not lend themselvesadditional two-year periods, unless either party provided written notice to the public markets.

Growth opportunitiesother party at least 180 days prior to the expiration of the term of its intend not to extend the Prior Lafargue Employment Agreement. Under the Prior Lafargue Employment Agreement, Mr. Lafargue’s annual base salary was $367,890, subject to certain increases in each subsequent year during the employment term through capital investment. We intend to seek candidates who will benefit from additional capital investment through a business combination.

Strong management teams with a proven track record. We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial abilities of our management and board will help potential target company to unlock opportunities for future growth and enhanced profitability.

Opportunities for Add-On Acquisitions. We will seek to acquire one or more businesses that we can grow both organically and through acquisitions.April 2024. In addition, we believe that our abilityMr. Lafargue was eligible to source proprietary opportunitiesreceive a target annual bonus equal to 20% of his then current base salary and execute such transactions will help the business we acquire grow through acquisition,an additional cash bonus based on EBITDA performance.

On April 1, 2021, Mr. Lafargue entered into an amended and thusrestated employment agreement (the “Current Lafargue Employment Agreement”) with Reservoir Media Management, pursuant to which Mr. Lafargue would continue to serve as the President and Chief Operating Officer for a platformterm beginning on April 1, 2021 through April 1, 2024, which automatically extends for further add-on acquisitions.

Benefit from Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

Risk-Adjusted Return. We intend to acquire one or more companies that we believe can offer attractive risk-adjusted return on investments for our stockholders.

These criteria are not intended to be exhaustive. Any evaluation relatingadditional two-year periods, unless either party provides written notice to the meritsother party at least 180 days prior to the expiration of a particular initial business combinationthe term of its intend not to extent the Current Lafargue Employment Agreement. Under the Current Lafargue Employment Agreement, Mr. Lafargue’s annual base salary increased to $370,000, which is subject to an additional 2.5% increase (or such greater amount as determined by the Chief Executive Officer) on April 1, 2022 and on each subsequent anniversary during the employment term. In addition, Mr. Lafargue’s target annual bonus was decreased to 10% of his then current base salary, and Mr. Lafargue is entitled to an additional cash bonus equal to 3.5% of EBITDA for each fiscal year during the employment term (the “Lafargue Annual EBITDA Bonus”). To the extent the Lafargue Annual EBITDA Bonus exceeds $500,000, such excess may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteriapaid in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would becash or equity in the form of proxy solicitation materialsrestricted stock (the “Lafargue Additional Awards”). The Lafargue Additional Awards vest equally over two years (unless terminated earlier by Reservoir Media Management without “cause,” by Mr. Lafargue for “good reason” or tender offer documentsdue to disability or death, in which case 50% will vest on the earlier of the first and second anniversary of (A) the date on which Mr. Lafargue receives the cash portion of the Lafargue Annual EBITDA Bonus, and (ii) the grant date of the restricted stock. With respect to the year ended March 31, 2021, Mr. Lafargue is entitled to receive a cash payment for the Lafargue Annual EBITDA Bonus equal to (i) $496,193, plus an amount equal to one-third of the amount equal to the Lafargue Annual EBITDA Bonus for the year ended March 31, 2021, payable on May 21, 2021, (ii) an additional cash payment of $500,000 payable in July 2021 and (iii) a grant of equity or equity-based awards in the form of restricted stock with a fair value equal to the amount which would be owed for the remaining two-thirds of the Lafargue Annual EBITDA Bonus for the year ended March 31, 2021 in May 2021 in the form of restricted stock that we would filevests over two years.

The Current Lafargue Employment Agreement provides for certain severance benefits to be paid in the event of employment termination in certain circumstances. See “— Potential Payments upon Termination of Employment or Change in Control” for a description of such severance benefits.

Mr. Lafargue is subject to certain post-termination restrictive covenants under the Current Lafargue Employment Agreement, including 6-month non-solicitation of employees, perpetual non-disparagement and perpetual confidentiality covenants. The Current Lafargue Employment Agreement may be assigned to Reservoir in connection with the U.S. Securities and Exchange Commission, or the SEC.Business Combination.

Jim Heindlmeyer

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Our Business Combination Process

In evaluating prospective business combinations, we expect to conduct a due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetingsOn January 14, 2020, Mr. Heindlmeyer entered into an employment agreement (the “Prior Heindlmeyer Employment Agreement”) with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with Roth or Craig-Hallum, their affiliates, our initial stockholders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our initial stockholders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm that regularly provides fairness opinions that our initial business combination is fair to our stockholders from a financial point of view.

Roth and Craig-Hallum and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entitiesReservoir Media Management, pursuant to which suchhe is employed as Executive Vice President, Operations, commencing on January 24, 2020. Under the Prior Heindlmeyer Employment Agreement, Mr. Heindlmeyer’s annual base salary was $240,000 and he was eligible to receive a target annual bonus of 20% of his then current base salary based on attainment of certain criteria designated by the Chief Executive Officer, including, without limitation, company revenue targets and qualitative measures. Mr. Heindlmeyer was not an executive office for the year ended March 31, 2021 but he is an executive officer or director is or will be required to present a business combination opportunity. Accordingly, if anyfor the year ending March 31, 2022.

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On April 1, 2021, Mr. Heindlmeyer entered into an entityamended and restated employment agreement (the “Current Heindlmeyer Employment Agreement”) with Reservoir Media Management, pursuant to which he was promoted to the position of the Chief Financial Officer commencing April 1, 2021. Effective as of April 1, 2021, Mr. Heindlmeyer’s annual base salary increased from $240,000 to $247,200, and his target annual bonus remained the same. Under the Current Heindlmeyer Employment Agreement, Mr. Heindlmeyer is subject to certain post-termination restrictive covenants, including perpetual mutual non-disparagement and confidentiality covenants.

Equity Awards Outstanding as of March 31, 2021

The following table sets forth the number of unexercised options held by the NEOs as of March 31, 2021.

    

    

Option Awards(1)

Number of Securities

Number of Securities

Option

Underlying

Underlying

Exercise

Option

Unexercised Options

Unexercised Options

Price

Expiration

Name

Grant Date

    

Exercisable

    

Unexercisable

    

($)

    

Date

Golnar Khosrowshahi

May 1, 2019

 

862.50

 

937.50

 

1,000

May 1, 2029

Rell Lafargue

May 1, 2019

 

862.50

 

937.50

 

1,000

May 1, 2029

(1)These options vest over a four-year period as follows: 25% vest on the first anniversary of the grant date and the remaining 75% vest in 36 equal monthly installments thereafter, in each case, subject to the NEO’s continued service as an active, full-time employee of Reservoir or one of its subsidiaries through the applicable vesting date. All options will fully vest in connection with the Business Combination.

Potential Payments Upon Termination of Employment or she has then-current fiduciaryChange in Control

The discussion below sets forth a summary of the severance payments and benefits that Ms. Khosrowshahi and Mr. Lafargue would receive upon a termination without “cause” or contractual obligationsresignation for “good reason.” Mr. Heindlmeyer is not entitled to presentany severance benefits under the opportunityCurrent Heindlmeyer Employment Agreement. None of the NEOs is entitled to such entity, heany additional severance payments or she will honorbenefits upon his or her fiduciarydeath, disability or contractual obligationsa non-renewal of the contract, or upon a change in control absent a termination of employment. None of the NEOs is entitled to present such opportunityany enhanced change in control severance payments or benefits.

Golnar Khosrowshahi

Pursuant to such entity. We believe, however, that the fiduciary dutiesKhosrowshahi Employment Agreement, upon a termination of employment for any reason (other than for “cause”), Ms. Khosrowshahi will be entitled to receive her accrued but unpaid (i) base salary, (ii) benefits under any employee benefit plans, programs or contractual obligationsarrangements (other than severance plans, programs or arrangements), (iii) vacation or sick day pay and (iv) business expenses eligible for reimbursement, in each case, through the date of Rothtermination. In addition, upon a termination of employment by Reservoir Media Management without “cause” or Ms. Khosrowshahi’s resignation for “good reason,” subject to her execution of a mutual general release of claims, Ms. Khosrowshahi will be eligible to receive (i) a prorated annual bonus for the year of termination and Craig-Hallum and our officers or directors will not materially affect our ability(ii) a lump sum payment equal to complete our initial business combination. We may,the sum of her base salary at our option, pursue an acquisition opportunity with an entity to which Roth or Craig-Hallum, investment funds advised by Roth or Craig-Hallum, or an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with usthe rate in the target businesseffect at the time of our initial business combination,termination and target bonus as if she continued to remain employed for the balance of her then-current employment term or, we could raise additional proceedsif greater, two times the sum of her base salary and target bonus.

For purposes of the Khosrowshahi Employment Agreement, “cause” generally means willful fraud, misappropriation, embezzlement or any other act of misconduct which is demonstrably and materially injurious to completeReservoir taken as a whole, or material failure to comply with a material provision of the initial business combinationKhosrowshahi Employment Agreement, which results in material harm to Reservoir taken as a whole. Ms. Khosrowshahi would not be deemed to have been terminated for “cause” unless and until there shall have been delivered to her a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the board of directors of Reservoir at a meeting of the board of directors of Reservoir called and held for the purpose of making a specified future issuancedetermination of whether “cause” for termination exists (after reasonable notice to Ms. Khosrowshahi and an opportunity for cure (to the extent curable) and an opportunity for her (and her counsel) to be heard before the board of directors of Reservoir),

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finding that in the good faith opinion of the board of directors of Reservoir, she is guilty of misconduct as set forth above and specifying the particulars thereof in detail.

For purposes of the Khosrowshahi Employment Agreement, “good reason” generally means, without Ms. Khosrowshahi’s consent, (i) a reduction in base salary, (ii) a reduction in bonus opportunity, (iii) any failure by Reservoir to pay or provide any material compensation, (iv) any material diminution of the duties, responsibilities, authority, positions or titles, (v) Reservoir’s requiring Ms. Khosrowshahi to be based at any location more than a 30 mile radius from her current work location that increases her commute (it being understood that temporary relocations on account of disaster or other disruption shall not constitute “good reason” as long as she is permitted to work remotely or (vi) any material breach by Reservoir of any material term or provision of the Khosrowshahi Employment Agreement; provided, however, that none of the events described in the foregoing clauses shall constitute “good reason” unless Ms. Khosrowshahi has notified Reservoir in writing describing the events that constitute “good reason” within 90 calendar days following the first occurrence of such events and then only if Reservoir fails to cure such events within 30 calendar days after Reservoir’s receipt of such written notice, and she will have terminated her employment with Reservoir within sixty (60) calendar days following the expiration of such cure period.

Rell Lafargue

Under the Prior Lafargue Employment Agreement, upon a termination by Reservoir Media Management without “cause” or Mr. Lafargue’s resignation for “good reason,” subject to his execution of a general release of claims, Mr. Lafargue was eligible to receive continued payment of his then current base salary for the balance of the term and prorated annual bonus for the year of termination (the “Base Salary Continuation”).

Effective as of April 1, 2021, Mr. Lafargue’s severance benefits were revised pursuant to the Current Lafargue Employment Agreement, such that upon a termination of employment by Reservoir Media Management without “cause” or Mr. Lafargue’s resignation for “good reason,” subject to his execution of a general release of claims, Mr. Lafargue will be eligible to receive (i) the Base Salary Continuation described above under the Prior Lafargue Employment Agreement, (ii) payment by Reservoir Media Management of the employer-portion of his medical premiums for twelve months, (iii) prorated Lafargue Annual EBITDA Bonus for the year of termination (and full vesting of any equity granted pursuant to the prorated Lafargue Annual EBITDA Bonus), (iv) the unpaid cash portion of the prior year’s Lafargue Annual EBITDA Bonus and full vesting of any equity outstanding pursuant to a prior year Lafargue Annual EBITDA Bonus, and (v) prorated target annual bonus. In addition to the foregoing severance benefits, upon a termination of employment for any reason (other than for “cause”), Mr. Lafargue will be entitled to receive his accrued but unpaid (i) base salary, (ii) benefits under any employee benefit plans, programs or arrangements (other than severance plans, programs or arrangements), (iii) vacation or sick day pay and (iv) business expenses eligible for reimbursement, in each case, through the date of termination.

For purposes of the Current Lafargue Employment Agreement, “cause” generally means any one of the following as determined by Reservoir in its good faith reasonable discretion: (i) fraud, misappropriation, embezzlement or any other act of misconduct; (ii) conviction of any crime; (iii) uncurable material breach of the Current Lafargue Employment Agreement or any material Reservoir policy (e.g., the Workplace Harassment and Discrimination Policy, Confidentiality Policy, Safe Workplace Policy, Professional Conduct Policy, Travel and Entertainment Expense Policy); (iv) any act that has or may have a materially adverse effect on Reservoir’s reputation; (v) repeated failure, inability or neglect to perform the duties and responsibilities of Mr. Lafargue’s position, to perform such duties in a manner acceptable to Reservoir, or to obey a lawful directive of Reservoir; and/or (vi) a good faith determination by Reservoir that the use of drugs or alcohol is interfering with the performance of Mr. Lafargue’s duties. Prior to any termination for “cause” under clauses (iii), (iv) or (v) of the “cause” definition, Reservoir must furnish a written notice generally describing the conduct that is alleged to constitute “cause” and give Mr. Lafargue 30 days from the date of receipt of such entity. Our amended and restated certificatenotice to cure such conduct, if curable. Such notice shall not be required more than once during the employment term.

For purposes of incorporation willthe Current Lafargue Employment Agreement, “good reason” generally means, without Mr. Lafargue’s consent, (i) a reduction in base salary, (ii) a reduction in bonus opportunity, (iii) any failure by Reservoir to pay or provide any material compensation (other than by reason of clerical error), (iv) any material diminution of the responsibilities, authority, positions or titles or (v) Reservoir requiring Mr. Lafargue to be based at any location more

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than a 30 mile radius from his current work location that we renounce our interest in any corporate opportunity offeredincreases his commute (it being understood that temporary relocations on account of disaster or other disruption shall not constitute “good reason” as long as he is permitted to work remotely). Prior to any resignation for “good reason,” Mr. Lafargue must give written notice to Reservoir within 60 calendar days following the first occurrence of such alleged failure and allow Reservoir 30 days in which to cure the deficiency. If Reservoir fails to cure within the 30 day period, he may resign after such 30 day period has expired.

Director Compensation

Reservoir does not have a formal director or officer unless such opportunity is expressly offered to such person solely incompensation policy. The members of Reservoir’s board of directors have not received any compensation for their services as directors, other than reimbursement of out-of-pocket expenses.

Compensation of Directors Following the Consummation of the Business Combination

Following the consummation of the Business Combination, we expect that each of our non-employee directors will receive an annual fee for his or her capacity as a director or officerservice on the Combined Company’s board of our companydirectors, fees for attending meetings of the Combined Company’s board of directors and such opportunity is one we are legallycommittees thereof and contractually permitted to undertake and would otherwise be reasonableequity awards for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. The determination of whether an opportunity has been expressly offered to a director of officer solely in his or her capacityservice on the Combined Company’s board of directors. In addition, each director will be reimbursed for out-of-pocket expenses for his or her service on the Combined Company’s board of directors. As of the date of this prospectus, we are in the process of evaluating the specific terms of the compensation program for the members of the Combined Company’s board of directors.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of shares of ROCC Common Stock prior to the consummation of the Business Combination (pre-Business Combination) and of shares of the Combined Company’s common stock immediately following the consummation of the Business Combination (post-Business Combination), assuming that no Public Shares are redeemed and, alternatively, that the maximum number of Public Shares is redeemed, by:

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by ROCC to be the beneficial owner of more than 5% of shares of ROCC Common Stock or of the Combined Company’s common stock (assuming no redemptions);
each of ROCC’s former executive officers and directors (each of whom shall have resigned upon consummation of the Business Combination) and all of ROCC’s former executive officers and directors as a group; and
each person who will (or is expected to) become an executive officer or director of the Combined Company following the consummation of the Business Combination and all executive officers and directors of the Combined Company as a group following the consummation of the Business Combination.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. Except as a directorindicated by the footnotes below, ROCC believes, based on the information furnished to it, that the persons and entities named in the table below have, or officerwill have immediately following the consummation of the Business Combination, sole voting and investment power with respect to all shares of ROCC Common Stock that they beneficially own, subject to applicable community property laws. Any shares of ROCC Common Stock subject to options or warrants exercisable within 60 days following the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

The beneficial ownership of shares of ROCC Common Stock prior to the consummation of the Business Combination (pre-Business Combination) is based on 14,650,000 issued and outstanding shares of ROCC Common Stock as of July 22, 2021. The beneficial ownership of shares of ROCC Common Stock following the consummation of the Business Combination (post-Business Combination) is based on 74,364,705 shares of ROCC Common Stock to be outstanding and assumes (i) the issuance of the Merger Consideration Shares and (ii) the issuance of 15,000,000 shares in the PIPE Investment.

The expected beneficial ownership of shares of ROCC Common Stock following the consummation of the Business Combination (post-Business Combination) assuming none of our companyPublic Shares are redeemed has been determined based upon the following: (i) no ROCC’s stockholder has exercised its redemption rights to receive cash from the Trust Account in exchange for its ROCC Common Stock and we have not issued any additional ROCC Common Stock; and (ii) there will madebe an aggregate of 14,650,000 shares of ROCC Common Stock issued and outstanding at the Closing (after accounting for certain de minimis rounding adjustments that may occur in the allotment of the Merger Consideration Shares).

The expected beneficial ownership of shares of ROCC Common Stock following the consummation of the Business Combination (post-Business Combination) assuming the maximum of 10,635,694 Public Shares have been redeemed has been determined based on express statements by the person offeringfollowing: (i) the opportunity,ROCC’s stockholders (other than the ROCC’s stockholders listed in the table below) have exercised their redemption rights with respect to Public Shares; and if a director or officer is unsure(ii) there will be an aggregate of whether an opportunity was offered

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4,014,306 shares of ROCC Common Stock issued and outstanding at the Closing (after accounting for certain de minimis rounding adjustments that may occur in such capacity, he or she shall seek guidance on such determination from the audit committeeallotment of our Boardthe Merger Consideration Shares).

Pre-Business Combination

Post-Business Combination

Common Stock

Assuming No

Assuming 100%

Number of

% of

Redemptions

Redemptions

Shares

Outstanding

Beneficially

Shares of

Number of

Number of

Name and Address of Beneficial Owner(1)

    

Owned

    

Common Stock

    

Shares

    

%

    

Shares

    

%

Former Directors and Executive Officers of ROCC:

Byron Roth(2)

2,234,000

15.2

%  

2,329,333

3.1

%  

2,329,333

3.7

%

Gordon Roth(3)

2,097,063

14.3

2,188,383

2.9

2,188,383

3.4

Aaron Gurewitz(4)

35,425

*

36,753

*

36,753

*

John Lipman(5)

397,638

2.5

619,286

*

619,286

*

Rick Hartfiel(6)

15,000

*

15,000

*

Molly Montgomery(7)

88,189

*

92,038

*

92,038

*

Daniel M. Friedberg(8)

 

88,189

 

*

 

92,038

 

*

 

92,038

 

*

 

Adam Rothstein(9)

 

118,210

 

*

 

239,059

 

*

 

239,059

 

*

 

All Former Directors and Executive Officers of ROCC as a Group (8 Individuals)

 

2,990,462

 

20.4

 

3,448,357

 

4.6

 

3,448,357

 

5.4

 

ROCC’s 5% Stockholders:

 

 

 

 

 

 

 

CR Financial Holdings, Inc.(10)

 

2,068,252

 

19.1

 

2,068,252

 

2.8

 

2,068,252

 

3.3

 

Polar Asset Management Partners Inc.(11)

 

750,000

 

5.1

 

750,000

 

1.0

 

750,000

 

1.2

 

Castle Creek Arbitrage, LLC(12)

 

849,501

 

5.8

 

849,501

 

1.1

 

849,501

 

1.3

 

683 Capital Management, LLC(13)

 

936,624

 

6.4

 

936,624

 

1.3

 

936,624

 

1.5

 

Feis Equities LLC (14)

1,516,783

10.35

1,516,783

2.0

1,516,783

2.4

Directors and Executive Officers of the Combined Company:

 

 

 

 

 

 

 

Golnar Khosrowshahi(15)

 

 

 

352,918

 

*

 

352,918

 

*

 

Rell Lafargue(15)

 

 

 

352,918

 

*

 

352,918

 

*

 

Jim Heindlmeyer(15)

 

 

 

56,466

 

*

 

56,466

 

*

 

Stephen M. Cook(16)

 

 

 

984,146

 

1.3

 

984,146

 

1.5

 

Ezra S. Field

 

 

 

 

 

 

 

Neil de Gelder

 

 

 

 

 

 

 

Jennifer G. Koss

Adam Rothstein(9)

118,210

*

239,059

*

239,059

*

Ryan P. Taylor(17)

13,592,793

18.3

13,592,793

21.3

All Directors and Executive Officers of the Combined Company as a Group (8 Individuals)

118,210

*

15,578,300

20.9

15,578,300

24.4

5% Stockholders of the Combined Company:

Wesbild Inc.(18)

28,226,573

38.0

28,226,573

44.3

ER Reservoir LLC(19)

13,592,793

18.3

13,592,793

21.3

*

Less than 1%.

(1)Unless otherwise indicated, the business address of each of the stockholders is (i) c/o Roth CH Acquisition II Co., 888 San Clemente Drive, Newport Beach, California 92660 prior to the consummation of the Business Combination and (ii) c/o Reservoir Media, Inc., 75 Varick Street, 9th Floor, New York, New York 10013 following the consummation of the Business Combination.
(2)Consists of 2,068,252 shares of ROCC Common Stock owned by CR Financial Holdings, Inc., over which each of Mr. Byron Roth and Mr. Gordon Roth have voting and dispositive power, 105,643 Founder Shares and 10,105 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 50,000 PIPE Shares to be issued in the PIPE Investment to 8 is Awesome, LLC, an entity affiliated with Byron Roth, 90,281 shares issuable upon the exercise of warrants held by CR Financial and 5,052 shares issuable upon the exercise of warrants held by Mr. Roth, all of which warrants will become exercisable 30 days following such consummation.

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(3)Consists of 2,068,252 shares owned by CR Financial Holdings, Inc., over which Mr. Byron Roth and Mr. Gordon Roth have voting and dispositive power, 21,732 Founder Shares and 2,079 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 5,000 PIPE Shares to be issued in the PIPE Investment, 90,281 shares issuable upon the exercise of warrants held by CR Financial and 1,039 shares issuable upon the exercise of warrants held by Mr. Roth, all of which warrants will become exercisable 30 days following such consummation.
(4)Consists of 30,425 shares owned by AMG Trust Established January 23, 2007, for which Mr. Aaron Gurewitz is trustee, consisting of 27,769 Founder Shares and 2,656 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 5,000 PIPE Shares to be issued in the PIPE Investment and 1,328 shares issuable upon the exercise of warrants exercisable 30 days following such consummation.
(5)Consists of 271,654 Founder Shares and 25,984 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 100,000 PIPE Shares to be issued in the PIPE Investment and 221,648 shares issuable upon the exercise of warrants exercisable 30 days following such consummation.
(6)Consists of 15,000 PIPE Shares to be issued in the PIPE Investment following the consummation of the Business Combination.
(7)Consists of 80,490 Founder Shares and 7,699 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 3,849 shares issuable upon the exercise of warrants exercisable 30 days following such consummation.
(8)Consists of shares of ROCC Common Stock owned by Hampstead Park Capital Management LLC, of which Mr. Friedberg is the managing member. Consists of 80,490 Founder Shares, 7,699 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 3,849 shares issuable upon the exercise of warrants exercisable 30 days following such consummation.
(9)Consists of 80,490 Founder Shares and 7,699 shares of ROCC Common Stock underlying the Private Units and, following the consummation of the Business Combination, 25,000 PIPE Shares to be issued in the PIPE Investment and 120,849 shares issuable upon the exercise of warrants exercisable 30 days following such consummation.
(10)Byron Roth and Gordon Roth have voting and dispositive power over the shares owned by CR Financial Holdings, Inc.
(11)The information reported is based on a Schedule 13G filed on February 10, 2021. According to the Schedule 13G, as of December 31, 2020, Polar Asset Management Partners Inc. (“Polar”), which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company and certain managed accounts, has sole voting and dispositive power with respect to 750,000 shares of ROCC Common Stock. The address for Polar is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
(12)The information reported is based on a Schedule 13G filed on February 16, 2021. According to the Schedule 13G, as of December 31, 2020, Castle Creek Arbitrage, LLC (“Castle Creek”) and Mr. Allan Weine may be deemed to beneficially own the shares of ROCC Common Stock directly owned by CC ARB West, LLC (“CC Arb”) and CC Arbitrage, Ltd. (“CC Arbitrage”). Each of Castle Creek and Mr. Weine has shared voting and dispositive power with respect to 849,501 shares of ROCC Common Stock. CC Arb has shared voting and dispositive power with respect to 715,280 shares of ROCC Common Stock. CC Arbitrage has shared voting and dispositive power with respect to 134,221 shares of ROCC Common Stock. The address for each of Castle Creek, Mr. Weiner, CC Arb and CC Arbitrage is 190 South LaSalle Street, Suite 3050, Chicago, Illinois 60603.
(13)The information reported is based on a Schedule 13G filed on April 26, 2021. According to the Schedule 13G, as of April 26, 2021, 683 Capital Partners, LP and 683 Maiden Fund LP beneficially owned 911,624 (not including

96

175,000 shares of Common Stock issuable upon the exercise of warrants that are not exercisable within 60 days) and 25,000 shares of Common Stock, respectively. 683 Capital Management, LLC, as the investment manager of each of 683 Capital Partners, LP and 683 Maiden Fund LP, may be deemed to have beneficially owned the 936,624 shares of Common Stock beneficially owned by 683 Capital Partners, LP and 683 Maiden Fund LP. Ari Zweiman, as the managing member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 936,624 shares of Common Stock beneficially owned by 683 Capital Management, LLC. The business address for each of 683 Capital Management, LLC, 683 Capital Partners, LP, 683 Maiden Fund LP and Ari Zweiman is 3 Columbus Circle, Suite 2205, New York, NY 10019.
(14)The information reported is based on a Schedule 13G filed on July 20, 2021. According to the Schedule 13G, as of July 19, 2021, Feis Equities, LLC and Lawrence M. Feis beneficially owned 1,516,783 shares of common stock.
(15)Represents shares of the Combined Company's common stock that could be received upon exercise of the Exchanged Options.
(16)Consists of the Merger Consideration Shares. Mr. Cook has sole voting and dispositive power over the shares of the Combined Company’s common stock owned by BTCSJC Music LLC following the consummation of the Business Combination. The address of each of Mr. Cook and BTCSJC Music LLC is 617 Blanco Street, Austin, Texas 78703.
(17)Consists of the Merger Consideration Shares. Mr. Taylor shares voting and dispositive power over the shares of the Combined Company’s common stock owned by ER Reservoir LLC following the consummation of the Business Combination. The address of Mr. Taylor is c/o Richmond Hill Investment Co., LP, 375 Hudson Street, 12th Floor, New York, New York 10014.
(18)Consists of the Merger Consideration Shares. Hassan Khosrowshahi is the father of Golnar Khosrowshahi and the chairman of Wesbild Inc.
(19)Consists of the Merger Consideration Shares. Mr. Taylor shares voting and dispositive power over the shares of the Combined Company’s common stock owned by ER Reservoir LLC following the consummation of the Business Combination. The address of ER Reservoir LLC is c/o Richmond Hill Investment Co., LP, 375 Hudson Street, 12th Floor, New York, New York 10014.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

ROCC’s Relationships and Related Party Transactions

Private Placements

Founder Shares

In February 2019, CR Financial Holdings, Inc., an entity affiliated with Roth, Capital Partners, LLC, purchased an aggregate of 100 shares of ROCC Common Stock for an aggregate purchase price of $25,000. On June 29, 2020, we effected a stock dividend of 43,125 shares of ROCC Common Stock for each share of ROCC Common Stock outstanding, resulting in there being an aggregate of 4,312,500 shares outstanding.of ROCC Common Stock being held by CR Financial Holdings, Inc. On August 31, 2020, CR Financial Holdings, Inc. transferred back to us 1,437,500 shares of common stock back to usROCC Common Stock, for nominal consideration, which shares were cancelled. That same day,cancelled, resulting in there being an aggregate of 2,875,000 shares of ROCC Common Stock outstanding and being held by CR Financial Holdings, Inc. Furthermore, on August 31, 2020, CHLM Sponsor-1 LLC, an entity affiliated with Craig-Hallum, Capital Group LLC, and certain of our directors officers and affiliates of our management teamexecutive officers purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares of ROCC Common Stock for an aggregate purchase price of $6,485.56. AsImmediately prior to the consummation of the date hereof,Business Combination, there are an aggregatewere 3,150,000 shares of 2,875,000 sharesROCC Common Stock outstanding which shares we refer to herein as “founder shares” or “insider shares,” which includes an aggregate of up to 375,000 shares that areand held by the Initial Stockholders.

The Initial Stockholders have agreed, subject to forfeiturecertain limited exceptions, not to the extent that the underwriters’ over-allotment option is not exercised in fulltransfer, assign or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (excluding the salesell any of the private units and assuming our initial stockholders do not purchase public units in this offering). None of our initial stockholders has indicated any intentionFounder Shares until (i) with respect to purchase public units in this offering.

The founder shares are identical to the public shares. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow untilthe Founder Shares, the earlier of (i) six months after the dateconsummation of the consummation of our initial business combination or (ii)Business Combination and the date on which the closing price of our shares of common stockROCC Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and recapitalizations)the like) for any 20 trading days within any 30-trading day period commencing after our initial business combinationthe consummation of the Business Combination and (ii) with respect to the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow untilFounder Shares, six months after the dateconsummation of the consummation of our initial business combination,Business Combination or earlier, in either case, if, subsequent to our initial business combination,the consummation of the Business Combination, we consummatecomplete a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stockROCC Common Stock for cash, securities or other property. During

Promissory Note

On August 23, 2020, we issued an unsecured promissory note to CR Financial Holdings, Inc., an entity affiliated with Roth, pursuant to which we borrowed an aggregate principal amount of $200,000 as of September 30, 2020. The promissory note was repaid at the escrow period,closing of the holdersIPO on December 15, 2020.

Private Units

In addition, simultaneously with the closing of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participatingthe IPO, the Initial Stockholders purchased in thea private placement transaction an aggregate of the private units and our officers, directors, stockholders and employees, (2) amongst initial stockholders or to our officers, directors and employees, (3) if275,000 Private Units at a holder isprice of $10.00 per Private Unit for an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a memberaggregate purchase price of the holder’s immediate family or to a trust, the beneficiary$2,750,000. Each Private Unit consists of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 375,000 sharesone share of common stock and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of ROCC Common Stock at a price of $11.50 per full share, subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of our initial business combination, in each case (except for clause 9 or with our prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter.

6

In addition, our stockholders prior to this offering have committed to purchase from us an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) units, or “private units,” at $10.00 per private unit (for a total purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the consummation of this offering.

adjustment. The proceeds from the private placementsale of the private units andPrivate Units were added to the proceeds of this offering will be placed in a trust accountfrom the IPO held in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, as further detailed in the section entitled “Use of Proceeds.”Account. If we do not complete our initial business combination within 24 months,consummate the Business Combination prior to December 15, 2022, the proceeds from the sale of the private unitsPrivate Units will be included inused to fund the liquidating distributionredemption of the Public Shares, subject to the requirements of applicable law.

ROCC Registration Rights Agreement

Pursuant to the registration rights agreement, dated as of December 10, 2020 (the “ROCC Registration Rights Agreement”), the holders of our public shares.

The private units are identicalthe Founder Shares, the Private Units (and underlying securities) and any securities issued to the units sold as part of the public units in this offering except that the warrants underlying the private units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasersInitial Stockholders, officers, directors or their permitted transferees. However, our initial stockholders have agreed (A) to vote their founder shares, shares underlying the private units and any public shares purchasedaffiliates in or after this offering in favorpayment of any proposed business combination, (B) notworking capital loans made to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of the ability of public stockholders to exercise redemption rights as described herein or of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares, shares underlying the private units and any public shares purchased in or after this offering into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, (D) not to transfer the private units prior to the close of a business combination (except on the same terms as the founder shares would be transferable) and (E) that the founder shares and shares underlying the private units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated.

If public units or shares of common stock are purchased by any of our directors, officers or initial stockholders, theyROCC will be entitled to fundsregistration rights. The holders of the majority of the Founder Shares, the Private Units and any working capital loans made to ROCC are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of the majority

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of the Private Units (and underlying securities) and securities issued in payment of any working capital loans made to ROCC (or underlying securities) can elect to exercise these registration rights at any time after the consummation of the Business Combination. In addition, the holders of the Founder Shares and the Private Units any working capital loans made to ROCC have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The ROCC Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, we may not exercise demand or piggyback rights after five and seven years, respectively, from the trust accounteffective date of the IPO and may not exercise demand rights on more than one occasion in respect of all registrable securities.

The ROCC Registration Rights Agreement was amended and restated in connection with the execution of the Merger Agreement. See “— The Combined Company’s Relationships and Related Party Transactions — Amended and Restated Registration Rights Agreement.”

Participation in PIPE Investment

Each of Roth and Craig-Hallum participated in the PIPE Investment, subscribing for 473,000 PIPE Shares and 393,000 PIPE Shares, respectively, at $10.00 per share. In addition, Mr. Byron Roth subscribed for 50,000 PIPE Shares, Mr. Gordon Roth subscribed for 5,000 PIPE Shares, Mr. Aaron Gurewitz subscribed for 5,000 PIPE Shares, Mr. Adam Rothstein subscribed for 25,000 PIPE Shares, Mr. John Lipman subscribed for 100,000 PIPE Shares and Mr. Rick Hartfiel subscribed for 15,000 PIPE Shares, in each case, in the PIPE Investment for $10.00 per share, either directly or through entities with which they are affiliated.

Relationships with Roth and Craig-Hallum

Each of Mr. Byron Roth, Mr. Gordon Roth and Mr. Aaron Gurewitz is affiliated with Roth, and each of Mr. John Lipman and Mr. Rick Hartfiel is affiliated with Craig-Hallum, in addition to being our former executive officers or directors (or both, in the case of Mr. Byron Roth and Mr. John Lipman), as applicable. While no direct compensation arrangements regarding such individuals have been entered into regarding fees, such individuals may benefit indirectly from any amounts payable to Roth and Craig-Hallum, as applicable, in respect of marketing fees, costs and expenses incurred by Roth and Craig-Hallum in connection with the identification, review and negotiation and approval of the Business Combination.

Code of Ethics and Related Party Transactions Policy

Our code of ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the ROCC Board or the audit committee of the ROCC Board. Related party transactions are defined as transactions in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) we or any of our subsidiaries is a participant, and (iii) any (x) executive officer, director or nominee for election as a director, (y) greater than 5% beneficial owner of ROCC Common Stock, or (z) immediate family member of the persons referred to in clauses (x) and (y) has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. The audit committee of the ROCC Board, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the same extent aswe enter into such transactions. All ongoing and future transactions between us and any public stockholder uponof our liquidation.

Our executive officesofficers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are located at 888 San Clemente Drive, Newport Beach, CA 92660.

The Offering

In making your decision on whether to invest inavailable from unaffiliated third parties. Such transactions will require prior approval by the audit committee of the ROCC Board and a majority of our securities, you should take into account not only the backgrounds ofdisinterested independent directors, or the members of the ROCC Board who do not have an interest in the transaction, in either case, who had access, at our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Youexpense, to our attorneys or independent legal counsel. We will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider theseenter into any related party transaction unless the audit committee of the ROCC Board and the other risks set forth in the section below entitled “Risk Factors” beginning on page 18 of this prospectus.

Securities offered

10,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. We will not issue fractional warrants and only whole warrants will trade.

Listing of our securities and proposed symbols

We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on Nasdaq under the symbols “ROCCU,” “ROCC” and “ROCCW” respectively.

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Each of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Roth and Craig-Hallum have determined that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Roth and Craig-Hallum allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering.
Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants.
We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Roth and Craig-Hallum have allowed separate trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus.
Shares of common stock:
Number issued and outstanding before this offering2,875,000 shares(1)
Number to be issued and outstanding after this offering12,760,000 shares(2)
Redeemable Warrants:
Number issued and outstanding before this offering0 warrants
Number to be issued and outstanding after this offering and sale of private units5,130,000(3)
Exercisability

Each whole redeemable warrant entitles the holder thereof to purchase one whole share of common stock. Every two units entitles the holder thereof to receive one warrant upon separation of the units.

(1)This number includes an aggregate of up to 375,000 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not fully exercised by the underwriters.

(2)

Assumes the over-allotment option has not been exercised and an aggregate of 375,000 shares of common stock held by our initial stockholders have been forfeited. If the over-allotment option is exercised in full, there will be a total of 14,650,000 shares of common stock issued and outstanding.

(3)

Assumes the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be a total of 5,887,500 warrants issued and outstanding.

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Exercise price

$11.50 per whole share, subject to adjustment as described herein. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 120 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 whole warrants to purchase 300 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration.

In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our shares of common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Price”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price.

Exercise period

The warrants will become exercisable 30 days after the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

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RedemptionWe may redeem the outstanding warrants (excluding the warrants underlying the private units), in whole and not in part, at a price of $0.01 per warrant:
·      at any time after the warrants become exercisable,
·      upon a minimum of 30 days’ prior written notice of redemption,
·      if, and only if, the last sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending three business days before we send the notice of redemption, and
·      if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued.
The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

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Offering proceeds to be held in trust

$100,000,000 of the net proceeds of this offering (or $115,000,000 if the over-allotment option is exercised in full), including $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full) we will receive from the sale of the private units, or $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the $2,600,000 we will receive from the sale of the private units, $1,950,000 will be used for offering expenses and $650,000 will be used for working capital, such amount not be held in the trust account.

Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period.  Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

Notwithstanding the foregoing, there can be released to us, from time to time, from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $650,000. Additionally, in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available.

Limited payments to insidersPrior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than:

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·      repayment of loans of $200,000 made to us by CR Financial Holdings, Inc.;
·      payment to Roth and Craig-Hallum of underwriting commissions from this offering and fees for any financial advisory, placement agency or other similar investment banking services Roth and Craig-Hallum may provide to our company in the future (including reimbursement of any related expenses incurred by them in connection thereto);
·      reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and
·      repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination.

We have also engaged Roth and Craig-Hallum as advisors in connection with our initial business combination pursuant to the business combination marketing agreement described under “Underwriting (Conflicts of Interest) — Business Combination Marketing Agreement.” We will pay Roth and Craig-Hallum a marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 4.5% of the gross proceeds of this offering, including any proceeds from the full or partial exercise of the over-allotment option. As a result, Roth and Craig-Hallum will not be entitled to such fee unless we consummate our initial business combination.

There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

Stockholder approval of, or tender offer in connection with, initial business combination

In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of how or whether they vote on the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any founder shares or public shares or shares underlying the private units held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

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We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.

Our initial stockholders have agreed (A) to vote their founder shares, shares underlying the private units and any public shares purchased in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares, shares underlying the private units and any public shares purchased) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares and shares underlying the private units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders or their affiliates has indicated any intention to purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which are rules designed to stop potential manipulation of a company’s stock or purchasing shares when the buyer is in possession of material non-public information about the Company.

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Conversion rights

In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of how or whether he, she or it is voting on such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination.

We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45, and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.
Under Delaware law, we may be required to give a minimum of only ten days’ notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.
If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.

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Liquidation if no business combination

If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our Board of Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law.

In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless.

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We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them.
Certain of our initial stockholders have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.  We have not independently verified whether our initial stockholders have sufficient funds to satisfy their indemnity obligations. We have not asked our initial stockholders to reserve for such obligations.  We therefore cannot assure you that they will be able to satisfy their indemnification obligations if they are required to do so.
The holders of the founder shares and private units will not participate in any redemption distribution with respect to their founder shares and private units, but may have any public shares redeemed upon liquidation.
If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00.
We will pay the costs of any subsequent liquidation from interest accrued under the trust account (up to $50,000). If such funds are insufficient, certain of our initial stockholders have agreed to pay the funds necessary to complete such liquidation and have agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient.

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Conflict of Interest

Certain of our initial stockholders, officers and directors are affiliates of Roth and Craig-Hallum, the lead bookrunning managers in this offering. As a result, Roth and Craig-Hallum are deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“Rule 5121”).

Accordingly, this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a “qualified independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. EarlyBirdCapital, Inc. has agreed to act as a “qualified independent underwriter” for this offering. EarlyBirdCapital, Inc. will receive a fee of $100,000 upon the completion of this offering for acting as a qualified independent underwriter. We have agreed to indemnify EarlyBirdCapital, Inc. against certain liabilities incurred in connection with acting as a “qualified independent underwriter,” including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder.

RISKS

We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, butdisinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such transaction from unaffiliated third parties. We also

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require each of our executive officers and directors to complete on an annual basis a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the special risks we face asindependence of a blank checkdirector or presents a conflict of interest on the part of a director, executive officer or employee.

Reservoir’s Relationships and Related Party Transactions

There were no related party transactions for the years ended March 31, 2021 and 2020 that are required to be disclosed pursuant to Item 404 of Regulation S-K. See note 11 to Reservoir’s consolidated financial statements for the years ended March 31, 2021 and 2020 for the amounts due to and from related parties for such periods pursuant to various shared services agreements relating to (x) information technology, employee benefits and payroll, accounting and administration services and (y) employees who perform services for Reservoir and its subsidiaries and related parties.

The Combined Company’s Relationships and Related Party Transactions

Tommy Boy Purchase Agreement

On June 2, 2021, Reservoir entered into the Tommy Boy Purchase Agreement to acquire U.S. based record label and music publishing company as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act,Tommy Boy for approximately $100 million. Mr. Stephen M. Cook and therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “ Proposed Business — Comparison to Offerings of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 18 of this prospectus.

A brief summary of someMr. Ryan P. Taylor, who were members of the risk factors that make an investment in us speculative or risky include:

·Whether we will be able to complete our initial business combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 pandemic;

·Whether we will be successful in retaining or recruiting, or making changes required in, our officers, key employees or directors following our initial business combination;

·How much time our officers and directors allocate to us and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements and other benefits;

·Whether we will need to obtain additional financing to complete our initial business combination;

·Whether there is a sufficient pool of prospective target businesses for us to acquire, given competition;

·Whether our officers and directors are able to generate a number of potential investment opportunities;

·Whether our securities are delisted from Nasdaq prior to our business combination or an inability to have our securities listed on Nasdaq following a business combination;

·The fact that we may have limited liquidity in our securities;

·The fact there has not previously been a market for our securities; and

·Our financial performance following our business combination.

SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our businessboard of directors of Reservoir and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.

  As of
September 30, 2020
  As of
December 31, 2019
 
  (Unaudited)  (Audited) 
Balance Sheet Data:        
Working capital (deficiency) $(52,330) $23,775 
Total assets $251,255  $25,000 
Total liabilities $228,500  $1,225 
Stockholders’ equity $22,755  $23,775 

17

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully allmembers of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If anyboard of directors of the Combined Company following events occur, our business, financial conditionthe consummation of the Business Combination, were members of the board of managers of Tommy Boy and operating results may be materially adversely affected. In that event,had an equity interest in both Reservoir and Tommy Boy prior to the trading price of our securities could decline, and you could lose all or part of your investment.

Tommy Boy Purchase Closing Date. See “

Risks Related to Our Business and Structure

We are a newly formed blank check company in the early stage with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently formed blank check company with no operating results, and we will not commence operations until obtaining funding through this offering and consummating our initial business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning our initial business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of September 30, 2020, we had $176,170 in cash and a working capital deficit of $52,330. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.RHI’s Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations — Business Overview and Recent Developments — Tommy Boy Purchase AgreementOur plansfor additional information regarding the Tommy Boy Purchase Agreement.

Stockholders Agreement

In connection with the execution of the Merger Agreement, on April 14, 2021, ROCC entered into the Stockholders Agreement with the Sponsor and Reservoir. The Stockholders Agreement will become effective upon the consummation of the Business Combination. Pursuant to raisethe terms of the Stockholders Agreement, for a period of two years following the Closing, the Combined Company will be obligated to nominate an individual for election to the Combined Company’s board of directors, or any committee thereof, that is mutually selected by the Sponsor and the Combined Company. The initial designee to the Combined Company’s board of directors is Adam Rothstein. In addition, pursuant to the Stockholders Agreement, for a period of two years following the Closing, the Sponsor has agreed to vote, or cause to be voted, at any meeting of the Combined Company’s stockholders called for the purpose of electing the applicable class of directors all of the shares of ROCC Common Stock held by the Sponsor in favor of the election of an individual mutually selected by the Sponsor and the Combined Company.

Amended and Restated Registration Rights Agreement

In connection with the execution of the Merger Agreement, on April 14, 2021, ROCC entered into the Amended and Restated Registration Rights Agreement with certain holders of ROCC Common Stock and the holders of all of Reservoir Common Stock. The Amended and Restated Registration Rights Agreement will become effective upon the consummation of the Business Combination. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, ROCC has agreed to grant to the holders of Reservoir Common Stock the same rights to registration of the shares of ROCC Common Stock to be received by the holders of Reservoir Common Stock in connection with the consummation of the Business Combination as the holders of ROCC Common Stock signatory to the ROCC Registration Rights Agreement were granted in connection with the IPO. The registration statement of which this prospectus forms a part was filed pursuant to the exercise of such rights by the recipients of the Merger Consideration Shares. See “— ROCC’s Relationships and Related Party Transactions — ROCC Registration Rights Agreement” for a description of the ROCC Registration Rights Agreement.

100

Indemnification Agreements

The Charter contains provisions limiting the liability of the members of the Combined Company’s board of directors, and the Combined Company’s amended and restated bylaws provide that the Combined Company will indemnify each of the members of the Combined Company’s board of directors and officers to the fullest extent permitted under Delaware law. The Combined Company’s bylaws also provide the board of directors with discretion to indemnify employees and agents of the Combined Company.

The Combined Company intends to enter into indemnification agreements with each of its directors and executive officers and certain other key employees. The indemnification agreements will provide that the Combined Company will indemnify each of its directors and executive officers and such other key employees against any and all expenses incurred by such director, executive officer or other key employee because of his or her status as one of the Combined Company’s directors, executive officers or other key employees, to the fullest extent permitted by Delaware law, the Charter and the Combined Company’s amended and restated bylaws. In addition, the indemnification agreements will provide that, to the fullest extent permitted by Delaware law, the Combined Company will advance all expenses incurred by its directors, executive officers and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer or key employee.

Related Party Transactions Policy

Effective upon the consummation of the Business Combination, the Combined Company’s board of directors expects to adopt a written policy on transactions with related parties that is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq. Related party transactions are defined as transactions in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) we or any of our subsidiaries is a participant, and (iii) any (x) executive officer, director or nominee for election as a director, (y) greater than 5% beneficial owner of the Combined Company’s common stock, or (z) immediate family member of the persons referred to in clauses (x) and (y) has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). Under the policy, the Combined Company’s general counsel will be primarily responsible for developing and implementing processes and procedures to obtain information regarding related parties with respect to potential related party transactions and then determining, based on the facts and circumstances, whether such potential related party transactions do, in fact, constitute related party transactions requiring compliance with the policy. If the Combined Company’s general counsel determines that a transaction or relationship is a related party transaction requiring compliance with the policy, the Combined Company’s general counsel will be required to present to the Combined Company’s audit committee all relevant facts and circumstances relating to the related party transaction. The Combined Company’s audit committee will be required to review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of the Combined Company’s code of ethics (which will also be put in place in connection with the consummation of the Business Combination), and either approve or disapprove the related party transaction. If the Combined Company’s audit committee’s approval of a related party transaction requiring the Combined Company’s audit committee’s approval is not feasible in advance of such related party transaction, then the transaction may be preliminarily entered into upon prior approval of the transaction by the chair of the Combined Company’s audit committee, subject to ratification of the transaction by the Combined Company’s audit committee at the Combined Company’s audit committee’s next regularly scheduled meeting; provided, however, that, if the ratification is not forthcoming, the Combined Company’s management will make all reasonable efforts to cancel or annul the related party transaction. If a transaction was not initially recognized as a related party transaction, then, upon such recognition, the related party transaction will be presented to the Combined Company’s audit committee for ratification at the Combined Company’s audit committee’s next regularly scheduled meeting; provided, however, that, if the ratification is not forthcoming, the Combined Company’s management will make all reasonable efforts to cancel or annul the related party transaction. The Combined Company’s management will update the Combined Company’s audit committee as to any material changes to any approved or ratified related party transaction and will provide a status report at least annually of all then current related party transactions. No member of the Combined Company’s board of directors will be permitted to participate in approval of a related party transaction for which he or she is a related party.

101

DESCRIPTION OF CAPITAL STOCK

The following summary sets forth the material terms of our securities following the consummation of the Business Combination. The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Charter, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part, and the Combined Company’s amended and restated bylaws, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part. We urge you to read the Charter and the Combined Company’s amended and restated bylaws in their entirety for a complete description of the rights and preferences of our securities following the consummation of the Business Combination.

Authorized and Outstanding Stock

The Charter authorizes the issuance of 825,000,000 shares of capital stock, consisting of 750,000,000 shares of the Combined Company’s common stock, $0.0001 par value per share, and 75,000,000 shares of preferred stock, $0.0001 par value per share. It is expected that 74,364,705 shares of RMI’s Common Stock will be issued and outstanding immediately following the consummation of the Business Combination, assuming no redemptions and excluding shares issuable upon exercise of outstanding warrants). No shares of preferred stock are outstanding as of the date of this prospectus.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Combined Company’s common stock possess all voting power for the election of the Combined Company’s directors and all other matters requiring stockholder action. Holders of the Combined Company’s common stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends

Subject to applicable law and the rights and preferences of any holders of any outstanding series of the Combined Company’s preferred stock, the holders of the Combined Company’s common stock, as such, shall be entitled to the payment of dividends on the Combined Company’s common stock when, as and if declared by the board of directors of the Combined Company in accordance with applicable law.

Liquidation

Subject to the rights and preferences of any holders of any shares of any outstanding series of the Combined Company’s preferred stock, in the event of any liquidation, dissolution or winding up of the Combined Company, whether voluntary or involuntary, the funds and assets of the Combined Company that may be legally distributed to the Combined Company’s stockholders shall be distributed among the holders of the then outstanding the Combined Company’s common stock pro rata in accordance with the number of shares of the Combined Company’s common stock held by each such holder.

Preemptive or Other Rights

There are no sinking fund provisions applicable to the Combined Company’s common stock.

Anti-Takeover Provisions

Charter and Amended and Restated Bylaws

Among other things, the Charter and the amended and restated bylaws will include the following provisions:

a staggered board, which means that the Combined Company’s board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;

102

limitations on convening special meetings of stockholders, which could make it difficult for the Combined Company’s stockholders to adopt desired governance changes;
a prohibition on stockholder action by written consent, which means that the Combined Company’s stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;
the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by the Combined Company’s stockholders; and
advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

The amendment of any of these provisions would require approval by the holders of at least 6623% of all of the then outstanding capital stock entitled to vote generally in the election of directors.

The combination of these provisions will make it more difficult for the existing stockholders to replace the Combined Company’s board of directors as well as for another party to obtain control of the Combined Company by replacing the Combined Company’s board of directors. Because the Combined Company’s board of directors has the power to retain and discharge its officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for the Combined Company’s board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of the Combined Company’s board of directors and its policies and to consummatediscourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce the Combined Company’s vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for the Combined Company’s shares and may have the effect of delaying changes in our initialcontrol or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock.

Delaware Anti-Takeover Law

As a Delaware corporation, the Combined Company is also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents interested stockholders, such as certain stockholders holding more than 15% of the Combined Company’s outstanding Common Stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the board of directors of the Combined Company approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the Combined Company’s outstanding Common Stock or (iii) following approval by the board of directors of the Combined Company, such business combination receives the approval of the holders of at least two-thirds of the Combined Company’s outstanding Common Stock not held by such interested stockholder at an annual or special meeting of stockholders.

Choice of Forum

The Charter and the amended and restated bylaws each of which became effective prior to the consummation of the Business Combination, provide that, unless we consent in writing to the selection of an alternative forum, the Chancery Court of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or stockholders to us or to our stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to the

103

Delaware General Corporation Law, the Charter or the amended and restated bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine. In addition, subject to the provisions of the preceding sentence, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. If any action the subject matter of which is within the scope of the first sentence of this paragraph is filed in a court other than the courts in the State of Delaware in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the first sentence of this paragraph and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

Notwithstanding the foregoing, the inclusion of such provisions in the Charter will not be deemed to be a waiver by the Combined Company’s stockholders of its obligation to comply with federal securities laws, rules and regulations, and the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Although we believe these provisions benefit the Combined Company by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, these provisions may have the effect of discouraging lawsuits against the Combined Company’s directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

104

SELLING STOCKHOLDERS

The shares of RMI’s Common Stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders in connection with the consummation of the Business Combination. We are registering the shares of RMI’s Common Stock in order to permit the Selling Stockholders to offer the shares of RMI’s Common Stock for resale from time to time. Except for (x) the ownership of the shares of ROCC Common Stock, Reservoir Common Stock or RMI's Common Stock, as applicable, (y) service as executive officers and/or directors of ROCC, Reservoir or the Combined Company, as applicable, and (z) as described under “Certain Relationships and Related Party Transactions,” the Selling Stockholders have not had any material relationship with us within the past three years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of RMI’s Common Stock by each of the Selling Stockholders. The second column lists the number of shares of RMI’s Common Stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of RMI’s Common Stock, as of July 28, 2021.

The third column lists the number of shares of RMI’s Common Stock being offered by this prospectus by each of the Selling Stockholders.

The fourth column lists the number of shares of RMI’s Common Stock owned by each of the Selling Stockholders following the sale of the maximum number of shares of RMI’s Common Stock listed in the third column by such Selling Stockholder.

The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

    

    

Maximum Number

    

Number of Shares of

of Shares of RMI’s

Number of Shares

RMI’s Common Stock

Common Stock To Be

of RMI’s Common

Owned Prior to

Sold Pursuant to this

Stock Owned After

Name of Selling Shareholder

the Offering

Prospectus

the Offering

EBTKS, LLC(1)

50,000

50,000

Karl W. Brewer(2)

100,000

100,000

MYDA SPAC Select, LP(3)

75,000

75,000

Patriot Strategy Partners LLC(4)

400,000

400,000

R8 Capital Partners LLC(5)

 

200,000

 

200,000

 

Skylands Special Investment LLC(6)

 

50,000

 

50,000

 

Skylands Special Investment II LLC(6)

 

15,000

 

15,000

 

Harbour Holdings Ltd.(6)

 

10,000

 

10,000

 

Granite Ventures Inc.(7)

 

500,000

 

500,000

 

Calm Waters Partnership(8)

 

25,000

 

25,000

 

Meridian Small Cap Growth Fund(9)

 

800,000

 

800,000

 

Federated Hermes Kaufmann Small Cap Fund, a portfolio of Federated Hermes Equity Funds(10)

 

1,500,000

 

1,500,000

 

Cruiser Capital Master Fund LP(11)

 

70,000

 

70,000

 

Boxwood Row LP(12)

 

30,000

 

30,000

 

District 2 Capital Fund LP(13)

 

50,000

 

50,000

 

Kingsbrook Opportunities Master Fund LP(14)

 

20,000

 

20,000

 

Boothbay Absolute Return Strategies, LP(15)

 

52,992

 

52,992

 

Boothbay Diversified Alpha Master Fund LP(16)

 

27,008

 

27,008

 

EZ Colony Partners, LLC (17)

 

25,000

 

25,000

 

MAZ Partners LP(18)

 

41,900

 

25,000

 

16,900

Shannon River Partners, L.P.(19)

 

63,660

 

63,660

 

Doonbeg Master Fund, L.P.(20)

 

936,340

 

936,340

 

Miura Global Partners II, LP(21)

 

122,800

 

122,800

 

105

    

    

Maximum Number

    

Number of Shares of

of Shares of RMI’s

Number of Shares

RMI’s Common Stock

Common Stock To Be

of RMI’s Common

Owned Prior to

Sold Pursuant to this

Stock Owned After

Name of Selling Shareholder

    

the Offering

    

Prospectus

    

the Offering

Miura Global Master Fund, Ltd(22)

377,200

377,200

Maryam Khosrowshahi(23)

500,000

500,000

CVI Investments, Inc.(24)

100,000

100,000

Special Situations Fund III QP, L.P.(25)

221,900

221,900

Special Situations Private Equity Fund, L.P.(26)

 

100,000

 

100,000

 

Special Situations Cayman Fund, L.P.(25)

 

78,100

 

78,100

 

Caledonia US, LP and Caledomia (Private) Investments Pty Limited, on behalf of various funds it manages(28)

 

3,700,000

 

3,700,000

 

MC OPPORTUNITIES FUND LP(29)

 

25,000

 

25,000

 

Mark Mays(30)

 

30,000

 

30,000

 

Swedbank Robur Fonder AB on behalf of Swedbank Robur Smabolagsfond Global

 

2,000,000

 

2,000,000

 

Pinnacle Family Office Investments, LP(31)

 

100,000

 

100,000

 

William F. Hartfiel III(32)

 

15,000

 

15,000

 

John Lipman(32)

 

100,000

 

100,000

 

James Zavoral(32)

 

10,000

 

10,000

 

Bradley W. Baker(32)

 

10,000

 

10,000

 

Kevin Harris(32)

 

15,000

 

15,000

 

Adam Rothstein(33)

 

25,000

 

25,000

 

RAJ Capital, LLC(34)

 

15,000

 

15,000

 

Craig-Hallum Capital Group LLC(35)

 

393,000

 

393,000

 

Juniper Capital Partners, LLC(36)

 

50,000

 

50,000

 

Eight is Awesome, LLC(37)

 

50,000

 

50,000

 

Source One Global, Inc.(38)

 

10,000

 

10,000

 

Aaron Gurewitz(39)

 

5,000

 

5,000

 

Gordon Roth(40)

 

5,000

 

5,000

 

Roth Capital Partners, LLC(41)

 

473,000

 

473,000

 

DANIEL ALPERT TRUST UAD 12/27/90(42)

 

5,000

 

5,000

 

ALPERT, HILLARY(42)

 

5,000

 

5,000

 

ALPERT, FALAN HARRIMAN(42)

 

5,000

 

5,000

 

ALPERT, ROBERT(42)

 

15,000

 

15,000

 

BALL, GEORGE(42)

 

5,000

 

5,000

 

BERGER, JIM(42)

 

15,000

 

15,000

 

THE AMENDED & STATED CRAIG & PATRICIA BIGGIO MANAGEMENT TRUST DTD 02/17/04(42)

 

5,000

 

5,000

 

BINION, DONNA(42)

 

1,000

 

1,000

 

CHRISTMAS, EILEEN(42)

 

20,000

 

20,000

 

CHRISTMAS, JAMES(42)

 

50,000

 

50,000

 

CLARK, DANIEL J(42)

 

25,000

 

25,000

 

106

    

    

Maximum Number

    

Number of Shares of

of Shares of RMI’s

Number of Shares

RMI’s Common Stock

Common Stock To Be

of RMI’s Common

Owned Prior to

Sold Pursuant to this

Stock Owned After

Name of Selling Shareholder

    

the Offering

    

Prospectus

    

the Offering

CLAWSON, SHERRY(42)

 

5,000

 

5,000

 

1992 CLEMENS FAM TR UAD 08/27/92 A B HENDRICKS & K A CLEMENS TTEE AMD 10/31/15(42)

 

10,000

 

10,000

 

WILLIAM ROGER CLEMENS & DEBBIE LYNN CLEMENS JTWROS(42)

 

25,000

 

25,000

 

COURTNEY COHN HOPSON SEPARATE ACCOUNT(42)

 

10,000

 

10,000

 

MORTON A. COHN PRIVATE EQUITY(42)

 

25,000

 

25,000

 

COVINGTON, KIRK L.(42)

 

40,000

 

40,000

 

DILLARD GROUP OF TEXAS LTD(42)

 

10,000

 

10,000

 

JULIA ANN HAYASHI(42)

 

6,000

 

6,000

 

DILLCO INC(42)

 

20,000

 

20,000

 

DRURY, LUKE(42)

 

5,000

 

5,000

 

LUKE J DRURY EXEMPT TRST U/W JOHN DRURY(42)

 

10,000

 

10,000

 

LUKE J DRURY NON-EXEMPT TRST(42)

 

20,000

 

20,000

 

MATTHEW DRURY(42)

 

5,000

 

5,000

 

MATTHEW J DRURY EXEMPT TRUST U/W JOHN DRURY(42)

 

5,000

 

5,000

 

MATTHEW J DRURY NON EXEMPT TRUST(42)

 

10,000

 

10,000

 

DRURY, TANYA J(42)

 

50,000

 

50,000

 

TANYA JP DRURY TRUST(42)

 

40,000

 

40,000

 

INTEGRITY BANKPLEDGE ACCOUNT FBO PAUL FERGUSON JR(42)

 

17,500

 

17,500

 

DIEGO FERNANDEZ & MARLLORY FERNANDEZ JT TEN(42)

 

3,000

 

3,000

 

FERTITTA, TILMAN J & PAIGE JTTIC(42)

 

15,000

 

15,000

 

ARIANA J GALE 2006 TRUST DTD 03/26/2006(42)

 

10,000

 

10,000

 

GALE, JAMES(42)

 

30,000

 

30,000

 

RICHARD MCKEE HARMON LIFE INSURANCE TRUST U/T/A DTD 06/19/2006(42)

 

5,000

 

5,000

 

HARTER, STEVE(42)

 

30,000

 

30,000

 

HAYS, WAYNE(42)

 

17,500

 

17,500

 

EDWARD HEIL(42)

 

40,000

 

40,000

 

EDWARD F HEIL III SEP PROP TR U/A EDWARD F HEIL III TR PURSUAN TO 1983 DTD 12/1/1983 AS AMENDED AND RESTATED(42)

 

40,000

 

40,000

 

107

    

    

Maximum Number

    

Number of Shares of

of Shares of RMI’s

Number of Shares

RMI’s Common Stock

Common Stock To Be

of RMI’s Common

Owned Prior to

Sold Pursuant to this

Stock Owned After

Name of Selling Shareholder

    

the Offering

    

Prospectus

    

the Offering

LARRY A JACOBSON & ADRIENNE C JACOBSON JTWROS(42)

 

10,000

 

10,000

 

WOLF CANYON LTD — SPECIAL(42)

 

12,500

 

12,500

 

KEENAN LIMITED PARTNERSHIP SPECIAL(42)

 

12,500

 

12,500

 

KOSBERG HOLDINGS LLC(42)

 

50,000

 

50,000

 

THAD MINYARD & DONNA P MINYARD JTWROS(42)

 

25,000

 

25,000

 

MITCHAM, PAUL(42)

 

15,000

 

15,000

 

J. MOORE AND J, MOORE TRUST UAD 02/13/92(42)

 

7,500

 

7,500

 

MOORE, JACKIE S.(42)

 

5,000

 

5,000

 

JACKIE S MOORE IRREVOCABLE TRUST UAD 02/13/92(42)

 

1,000

 

1,000

 

MORRIS 2021 FAMILY TRUST UAD 03/26/21(42)

 

5,000

 

5,000

 

MOSS, THOMAS MARSHALL(42)

 

10,000

 

10,000

 

MUNDY,MICHELLE(42)

 

7,500

 

7,500

 

PETERSEN, GARY R(42)

 

30,000

 

30,000

 

RYAN, NOLAN(42)

 

10,000

 

10,000

 

NOLAN REESE RYAN & ALISON A RYAN JTTEN(42)

 

10,000

 

10,000

 

ROBERT REID RYAN(42)

 

10,000

 

10,000

 

2009 SANDERS CHILDREN’S TRUST UAD 10/21/09 FBO CHRISTOPHER COLLMER(42)

 

5,000

 

5,000

 

SANDERS 1998 CHILDREN’S TR DTD 12/01/97 AMD 01/29/98(42)

 

50,000

 

50,000

 

2009 SANDERS CHILDREN’S TRUST UAD 10/21/09 FBO CHELSEA COLLMER(42)

 

5,000

 

5,000

 

ALBERT SANDERS KELLER U/T/D 02/11/97 (42)

 

7,500

 

7,500

 

BRAD D SANDERS SEPARATE PROPERTY ACCOUNT(42)

 

5,000

 

5,000

 

SELA RIVAS SANDERS 2003 TRUST FBO SELA RIVAS SANDERS UAD 06/16/03(42)

 

5,000

 

5,000

 

NOLAN BRDALEY SANDERS 2005 TRUST FBO NOLAN SANDERS UAD 06/16/03(42)

 

5,000

 

5,000

 

SANDERS, BRET D(42)

 

5,000

 

5,000

 

PATTERSON, CHRISTINE M(42)

 

12,500

 

12,500

 

SANDERS 1998 CHILDREN’S TR DTD 12/01/97 AMD 1/29/89(42)

 

50,000

 

50,000

 

SANDERS, KATHERINE(42)

 

70,000

 

70,000

 

108

    

    

Maximum Number

    

Number of Shares of

of Shares of RMI’s

Number of Shares

RMI’s Common Stock

Common Stock To Be

of RMI’s Common

Owned Prior to

Sold Pursuant to this

Stock Owned After

Name of Selling Shareholder

    

the Offering

    

Prospectus

    

the Offering

SANDERS, LAURA K(42)

 

50,000

 

50,000

 

QUINCY CATALINA SANDERS 2009 TRUST(42)

 

5,000

 

5,000

 

SUSAN SANDERS SEPARATE PROPERTY(42)

 

5,000

 

5,000

 

ANDREW SCHATTE & ANNETTE SCHATTE JT TEN(42)

 

10,000

 

10,000

 

SHAHEEN, N. ANNA(42)

 

7,500

 

7,500

 

MELANIE E. SHAW 2015 CHILDREN’S TRUST UAD 12/07/15(42)

 

3,500

 

3,500

 

SHAWN PAUL KETTLER 2015 GRANDCHILDREN’S TRUST UAD 12/07/15 FBO S K KETTLER ET AL(42)

 

3,000

 

3,000

 

ARTHUR HAAG SHERMAN(42)

 

12,500

 

12,500

 

JULIA GRACE SHERMAN TRUST UAD 12/26/06(42)

 

2,500

 

2,500

 

CARSON ALAINA SHERMAN TRUST UAD 03/11/01(42)

 

2,500

 

2,500

 

SILVERMAN, HOWARD & PHYLLIS(42)

 

20,000

 

20,000

 

CRAIG A SMITH & LISA J SMITH JTWROS(42)

 

12,500

 

12,500

 

PLATINUM BUSINESS INVESTMENT COMPANY LTD(42)

 

40,000

 

40,000

 

Summer Lynn Cunningham 2015 Children’s Trust UAD 12/07/15 FBO D L Lindsay ET AL(42)

 

3,000

 

3,000

 

SWARTS, MATTHEW(42)

 

5,000

 

5,000

 

TANGLEWOOD FAMILY LIMITED PARTNERSHIP C/O J.M. BURLEY C/O J.M. BURLEY INTERESTS INC(42)

 

17,500

 

17,500

 

KENDALL MICHELLE TATE 2002 TRUST(42)

 

2,500

 

2,500

 

DAVID TOWERY TOD DTD 05-15-2015(42)

 

15,000

 

15,000

 

1991 INVESTMENT CO.(42)

 

10,000

 

10,000

 

REECE ELLEN WEIR U/A WEIR 2003 GRANDCHILDREN TRUS DTD 062603(42)

 

2,500

 

2,500

 

COURTNEY PAIGE TATE U/A WEIR GRANDCHILDREN TRST DTD 062603(42)

 

2,500

 

2,500

 

CLAIRE ELIZABETH TATE U/A WEIR 2003 GRANDCHILDREN TRST DTD 62603(42)

 

2,500

 

2,500

 

KELLY NICOLE TATE U/A WEIR 2003 GRANDCHILDREN TRST DTD 06262003(42)

 

2,500

 

2,500

 

WEIR 2003 GRANDCHILDREN TRUST FBO LUKE FIELDING WEIR DTD 06262003(42)

 

2,500

 

2,500

 

WEIR, DON & JULIE(42)

 

10,000

 

10,000

 

WEIR, ERIC GLENN(42)

 

5,000

 

5,000

 

KATE AUCLAIR WEIR 2003 TRUST(42)

 

2,500

 

2,500

 

109

    

    

Maximum Number

    

Number of Shares of

of Shares of RMI’s

Number of Shares

RMI’s Common Stock

Common Stock To Be

of RMI’s Common

Owned Prior to

Sold Pursuant to this

Stock Owned After

Name of Selling Shareholder

    

the Offering

    

Prospectus

    

the Offering

WEIR, LISA(42)

 

10,000

 

10,000

 

WHITMIRE, JOHN(42)

 

12,500

 

12,500

 

WHITMIRE, JOHN CAMPAIGN(42)

 

30,000

 

30,000

 

JOHN HARRIS WHITMIRE 2015 GRANDCHILDREN’S TRS UAD 12/07/15 JOHN HARRIS WHITMIRE TTEE(42)

 

3,000

 

3,000

 

EILEEN COLGIN 2015 GRANDCHILDREN’S TRUST UAD 12/03/15 FBO MM THOMAS ET AL(42)

 

3,000

 

3,000

 

RUSSELL HARDIN, JR. GRANDCHILDREN’S TRU UAD 12/03/15 RUSSELL HARDIN JR TTEE(42)

 

3,000

 

3,000

 

MIA SCARLET BATISTICK 2016 TRUST UAD 12/23/16 FBO MIA SCARLET BATISTICK(42)

 

4,000

 

4,000

 

Terry Bratton(42)

 

500

 

500

 

Sheldrake Holdings, LLC(43)

 

15,000

 

15,000

 

The Donald J. Draizin Revocable Trust DTD 10/04/2006(44)

 

10,000

 

10,000

 

Wesbild Inc.(45)

 

28,226,573

 

28,226,573

 

ER Reservoir LLC(46)

 

13,592,793

 

13,592,793

 

Highgate Investments LLC(47)

 

984,098

 

984,098

 

Canareal II Corporation(48)

 

492,048

 

492,048

 

Asteya Capital Fund I LP(49)

 

38,993

 

38,993

 

Asteya Partners Delaware, LP(49)

 

91,718

 

91,718

 

Joel Herold(50)

 

119,818

 

119,818

 

Stephen M. Cook(51)

 

873,435

 

873,435

 

BTCSJC Music LLC(52)

 

110,711

 

110,711

 

William R. Snellings(53)

 

184,518

 

184,518

 

(1)The address of EBTKS, LLC is 31 St. James Ave., Suite 740, Boston, MA 02116.
(2)The address is 726 Asbury Avenue, Evansten, IL 60202.
(3)Jason Lieber is the Manager of the General Partner of MYDA SPAC Select, LP. Mr. Lieber is the control person of MYDA SPAC Select, LP whose address is 45 Bayview Avenue, Inwood, NY 11096.
(4)Lara Brody is the Managing Director of Patriot Strategy Partners LLC whose address is 2 Greenwich Office Park, Ste 300, Greenwich, CT 06831.
(5)Bruce V. Rauner is the control person of R8 Capital Partners LLC whose address is c/o Truvvo Partners LLC, 1407 Broadway, Suite 448, New York, NY 10018.
(6)Charles A. Paquelet is the control person of Skylands Capital, LLC, Skylands Capital Investment II, LLC, and Harbour Holdings Ltd. The address of Skylands Capital, LLC, Skylands Capital Investment II, LLC, and Harbour Holdings Ltd. are c/o Skylands Capital, LLC, 1200 N. Mayfair Rd., Suite 250, Milwaukee, WI 53226.
(7)Bahman Mottaghi Irvani is the control person of Granite Holdings, Inc. whose address is c/o Granite Ventures Inc., 1201 West Peachtree St., 31st Fl, Atlanta, GA 30309.
(8)Richard S. Strong is the Managing Partner of Calm Waters Partnerships whose address is 115 S. 84th Street, Suite 200, Milwaukee, WI 53214.

110

(9)Rick Grove is the CCO of Meridian Small Cap Growth Fund whose address is 100 Fillmore Street, Suite 325, Denver, CO 80206.
(10)Beneficial ownership consists of 1,500,000 shares of common stock held by Federated Hermes Kaufmann Small Cap Fund, a portfolio of Federated Hermes Equity Funds, (the “Federated Fund”). The address of the Federated Fund is 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561. The Federated Fund is managed by Federated Equity Management Company of Pennsylvania and subadvised by Federated Global Investment Management Corp., which are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc. (the “Federated Parent”). All of the Federated Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust, or the Federated Trust, for which Thomas R. Donahue, Rhodora J. Donahue and J. Christopher Donahue, who are collectively referred to as Federated Trustees, act as trustees. The Federated Parent’s subsidiaries have the power to direct the vote and disposition of the securities held by the Federated Fund. Each of the Federated Parent, its subsidiaries, the Federated Trust, and each of the Federated Trustees expressly disclaim beneficial ownership of such securities.
(11)Keith Rosenbloom is the Managing Member of Cruiser Capital Master Fund LP. The address of Boxwood Row LP is 45 East 62nd Street, Ste. 1B, New York, NY 10065.
(12)Keith Rosenbloom is the Managing Member of Investment Manager of Boxwood Row LP whose address is c/o Cruiser Capital Master Fund LP, 45 East 62nd Street, Ste. 1B, New York, NY 10065.
(13)Eric J. Schlanger is Partner of District 2 Capital Fund LP whose address is 175 W Carver St., Huntington, NY 11743.
(14)Kingsbrook Partners LP (“Kingsbrook Partners”) is the investment manager of Kingsbrook Opportunities Master Fund LP (“Kingsbrook Opportunities”) and consequently has voting control and investment discretion over securities held by Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (“Opportunities GP”) is the general partner of Kingsbrook Opportunities and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities. KB GP LLC (“GP LLC”) is the general partner of Kingsbrook Partners and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Partners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing members of Opportunities GP and GP LLC and as a result may be considered beneficial owners of any securities deemed beneficially owned by Opportunities GP and GP LLC. Each of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace disclaim beneficial ownership of these securities. The address of Kingsbrook Partners is 689 Fifth Avenue, 12th Floor, New York, NY 10022.
(15)Boothbay Absolute Return Strategies, LP, a Delaware limited partnership (“BBARS”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the Managing Member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein. The address of BBARS is c/o Boothbay Fund Management, LLC, 140 East 45th Street, 14th Floor, New York, New York 10017.
(16)Boothbay Diversified Alpha Master Fund LP, a Cayman Islands limited partnership (“BBDAMF”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the Managing Member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein. The address of BBDAMF is c/o Boothbay Fund Management, LLC, 140 East 45th Street, 14th Floor, New York, New York 10017.
(17)Bryan Ezralow as Trustee of the Bryan Ezralow 1994 Trust u/t/d 12.22.1994 is the control person of EZ Colony Partners, LLC whose address is 23622 Calabasas Road, Suite 200, Calabasas, CA 91302.

111

(18)Walter Schenker is the principal and control person of MAZ Partners LP whose address is 1130 Route 46, Ste. 12, Parsippany, NJ 07054.
(19)Spencer Waxman is the Managing Member of the General Partner of Shannon River Partners LP whose address is 850 Third Avenue, 13th Floor, New York, NY 10022.
(20)Spencer Waxman is the Managing Member of the General Partner of Doonbeg Master Fund, L.P. whose address is 850 Third Avenue, 13th Floor, New York, NY 10022.
(21)Francisco Alfaro is the Managing Member of Miura Global Investment, LLC which is the Investment Manager to Miura Global Partners II, L.P. The address of Miura Global Partners II, L.P. is 101 Park Avenue, 48th Floor, New York, NY 10178.
(22)Francisco Alfaro is the Managing Member of Miura Global Management, LLC which is the Investment Manager to Miura Global Master Fund, Ltd. The address of Miura Global Master Fund, Ltd. is 101 Park Avenue, 48th Floor, New York, NY 10178.
(23)The address is c/o Hassan Khosrowshahi is 4719 Belmont Ave.,Vancouver, BC V6T 1A8 Canada.
(24)Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc. is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in this Registration Statement. The address of Heights Capital Management, Inc. is 101 California Street, Suite 3250, San Francisco, CA 94111.
(25)David Greenhouse, Adam Stettner and Austin Marxe are the principal owners of AWM Investment Company Inc, the investment adviser to Special Situations Fund III QP, L.P. MGP Advisers Limited Partnership is the general partner of Special Situations Fund III QP, L.P. whose address is 527 Madison Avenue, Suite 2600, New York, NY 10022.
(26)David Greenhouse, Adam Stettner and Austin Marxe are the principal owners of AWM Investment Company Inc, the investment adviser to Special Situations Private Equity Fund, L.P. MG Advisers LLC is the general partner of Special Situations Private Equity Fund, L.P. whose address is 527 Madison Avenue, Suite 2600, New York, NY 10022.
(27)David Greenhouse, Adam Stettner and Austin Marxe are the principal owners of AWM Investment Company Inc, the investment adviser to Special Situations Cayman Fund, L.P. SSCayman LLC is the general partner of Special Situations Cayman Fund, L.P. whose address is 527 Madison Avenue, Suite 2600, New York, NY 10022.
(28)Caledonia US, LP and Caledomia (Private) Investments Pty Limited, on behalf of various funds it manages, hold the shares. The address of Caledonia (Private) Investments Pty Limited is Level 10, 131 Macquarie, Sydney NSW 2000 and the address of Caledonia US, LP is New York, NY 10022.
(29)Theodore L. Koenig is the manager of MC Opportunities Fund GP LLC, which is the General Partner of MC Opportunities Fund LP. The address of MC Opportunities Fund LP is 311 South Wacker Drive, Suite 6400, Chicago, IL 60606.
(30)The address is 24 Tall Pines Dr., Weston, CT 06883.
(31)Pinnacle Familiy Office, LLC (“Pinnacle Family”) is the general partner of Pinnacle Family Office Investments, LP (“Pinnacle”). Mr. Kitt ist he manager of Pinnacle Family and may be deemed to be the benficial owners of the

112

shares of Common Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle whose address is 5910 N. Central Expy, Ste 1475, Dallas, TX 75206.
(32)The address of each of the individuals is c/o Craig-Hallum, 222 S 9th Street, Suite 350, Minneapolis, MN 55402.
(33)The address of each of the selling stockholders is 101 Cross Hwy, Westport, CT 06880.
(34)Alexander Stegmann Bhathal is Manager of RAJ Capital LLC whose address is 1400 Newport Center Drive, Suite 270, Newport Beach, CA 92660.
(35)Mr. Hartfiel and at least three other individuals each have voting and dispositive power over the shares owned by Craig-Hallum Capital Group LLC. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, the aforementioned individuals do not exercise voting or dispositive control over any of the securities held by Craig-Hallum Capital Group LLC, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. The address is c/o Craig-Hallum, 222 S 9th Street, Suite 350, Minneapolis, MN 55402.
(36)Jay Wolf is the Managing Member of Juniper Capital Partners, LLC whose address is 11150 Santa Monica Blvd., Suite 1400, Los Angeles, CA 90025.
(37)Byron Roth has voting and dispositive power over the shares held by Eight is Awesome, LLC whose address is 1601 Washington Ave, Suite 320, Miami Beach, FL 33139.
(38)The address of Source One Global, Inc. is 1000 Venetian Way, Unit #508, Miami, FL 33139.
(39)The address is c/o Roth Capital Partners, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660.
(40)The address is 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660.
(41)Byron Roth and Gordon Roth, both members of Roth Capital Partners, LLC, have voting and dispositive power over the shares held by Roth Capital Partners, LLC. The address is 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660.
(42)The address is c/s Sanders Morris Harris, 600 Tavis, Suite 5900, Houston, TX 77002.
(43)Adam R. Draizin is the Managing Member of Sheldrake Holdings, LLC whose address is 571 Golf Course Road, Friday Harbor, WA 98250.
(44)Donald J. Draizin is the trustee and control person of The Donald J. Draizin Revocable Trust DTD 10/04/2006 whose address is 120 Saint Edwards Place, Palm Beach Gardens, FL 33418.
(45)Hassan Khosrowshahi is the father of Golnar Khosrowshahi and the chairman of Wesbild Inc., accordingly he exercises voting and dispositive control over the shares of the Combined Company’s common stock owned by Wesbild, Inc. The address of Wesbild, Inc. is c/o DL Services Inc., 701 5th Ave Suite 6100, Seattle, WA 98104.
(46)Mr. Ryan P. Taylor shares voting and dispositive power over the shares of the Combined Company’s common stock owned by ER Reservoir LLC. The address of each of ER Reservoir LLC and Mr. Taylor is c/o Richmond Hill Investment Co., LP, 375 Hudson Street, 12th Floor, New York, New York 10014.

(47)

Mr. Ronald N. Stern, Mr. Neil de Gelder and Mr. Shamsh Kassam are managers of Highgate Investments LLC. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by

113

three or more individuals and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, none of Mr. Stern, Mr. de Gelder or

Mr. Kassam exercises voting or dispositive control over any of the shares of the Combined Company’s Common Stock held by Highgate Investments LLC, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of the Combined Company’s Common Stock.The address of Highgate Investments LLC is 2900-650 West Georgia Street, Vancouver, British Columbia V6B 4N8, Canada.

(48)

The address of Canareal II Corporation is 1356 Beverly Road, Suite 250, Mclean, Virginia 22101.

(49)

Asteya Capital Fund I LP, an Ontario limited partnership, and Asteya Partners Delaware, LP, a Delaware limited partnership (together, the “Asteya Funds”), are managed by Maryana Capital Inc., a Canadian limited liability company (“Maryana”). Maryana, in its capacity as the investment manager of the Asteya Funds, has the power to vote and the power to direct the disposition of all securities held by the Asteya Funds. Ali Hedayat is the Managing Director of Maryana. Each of Maryana, the Asteya Funds and Mr. Hedayat disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein. The address of the Asteya Funds is c/o Maryana Capital Inc., One St. Clair Avenue East, Suite 608, Toronto, Ontario M4T 2V7, Canada.

(50)

The address of Mr. Joel Herold is c/o Reservoir Media, Inc., 75 Varick Street, 9th Floor, New York, New York 10013.

(51)The address of Mr. Stephen M. Cook is 617 Blanco Street, Austin, Texas 78703.
(52)Mr. Stephen M. Cook has voting and dispositive power over the shares of the Combined Company’s common stock owned by BTCSJC Music LLC. The address of BTCSJC Music LLC is 617 Blanco Street, Austin, Texas 78703.
(53)The address of William R. Snellings is 300 E. Main Street, Suite 301, Charlottesville, Virginia 22902.

114

PLAN OF DISTRIBUTION

Each Selling Stockholder of the securities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling its securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits subscribers;
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
settlement of short sales;
in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
a combination of any such methods of sale; or
any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the subscriber of securities, from the subscriber) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has

115

informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect, (ii) they may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by RMI or (iii) it has been three years from the Closing Date. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be successful. These factors, among others, raise substantial doubt about our abilitysold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to continuethe common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a going concern. copy of this prospectus to each Subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

116

EXPERTS

The financial statements containedof Reservoir Holdings, Inc. and subsidiaries as of March 31, 2021 and 2020, and for each of the two years in the period ended March 31, 2021 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Roth CH Acquisition II Co. as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from February 13, 2019 (inception) through December 31, 2019 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, thereon appearing elsewhere in this prospectus, doand are included in reliance on such report given on the authority of such firm as an experts in auditing and accounting.

LEGAL MATTERS

Loeb & Loeb LLP, New York, New York, will pass upon the validity of the securities offered hereby.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of RMI’s Common Stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not include any adjustments that might result from our inabilitycontain all of the information set forth in the registration statement, some of which is contained in exhibits to consummate this offering or our inabilitythe registration statement as permitted by the rules and regulations of the SEC. For further information with respect to continueROCC, RHI, RMI and RMI’s Common Stock, we refer you to the registration statement, including the exhibits filed as a going concern.part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

117

INDEX TO FINANCIAL STATEMENTS

18

Page

Roth CH Acquisition II Co. Financial Statements

Balance Sheets as of March 31, 2021 and December 31, 2020

F-2

Statements of Operation for the Three Months Ended March 31, 2021 and 2020

F-3

Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2021 and 2020

F-4

Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020

F-5

Notes to Condensed Financial Statements

F-6

Report of Independent Registered Public Accounting Firm

F-22

Balance Sheets as of December 31, 2020 and 2019

F-23

Statements of Operations for the Year Ended December 31, 2020 and for the Period from February 13, 2019 (Inception) to December 31, 2019

F-24

Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2020 and for the Period from February 13, 2019 (Inception) to December 31, 2019

F-25

Statements of Cash Flows for the Year Ended December 31, 2020 and for the Period from February 13, 2019 (Inception) to December 31, 2019

F-26

Notes to Financial Statements

F-27

Reservoir Holdings, Inc. and Subsidiaries Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

F-39

Consolidated Statements of Income for the Years Ended March 31, 2021 and 2020

F-40

Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2021 and 2020

F-41

Consolidated Balance Sheets as of March 31, 2021 and 2020

F-42

Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2021 and 2020

F-43

Consolidated Statements of Cash Flows for the Years Ended March 31, 2021 and 2020

F-44

Notes to the Consolidated Financial Statements

F-45

F-1

ROTH CH ACQUISITION II CO.

CONDENSED BALANCE SHEETS

    

March 31, 

    

December 31, 

2021

2020

(unaudited)

(as Revised)

ASSETS

Current assets

Cash

$

549,040

$

696,567

Prepaid expenses and other current assets

 

380,555

 

395,887

Total Current Assets

929,595

1,092,454

Cash and marketable securities held in Trust Account

115,012,821

115,006,613

TOTAL ASSETS

$

115,942,416

$

116,099,067

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities

Accrued expenses

$

125,034

$

83,654

Total current liabilities

125,034

83,654

Warrant liabilities

 

178,750

 

129,250

Total Liabilities

 

303,784

 

212,904

 

  

 

  

Commitments and Contingencies

 

  

 

  

Common stock subject to possible redemption; 11,063,863 and 11,088,616 shares at redemption value at March 31, 2021 and December 31, 2020, respectively

110,638,630

110,886,160

 

  

 

  

Stockholders’ Equity

 

  

 

  

Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,586,137 and 3,561,384 shares issued and outstanding (excluding 11,063,863 and 11,088,616 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

 

359

 

357

Additional paid-in capital

 

5,370,137

 

5,122,609

Accumulated deficit

 

(370,494)

 

(122,963)

Total Stockholders’ Equity

 

5,000,002

 

5,000,003

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

115,942,416

$

116,099,067

The requirementaccompanying notes are an integral part of the unaudited condensed financial statements.

F-2

ROTH CH ACQUISITION II CO.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months

Three Months

Ended

Ended

March 31, 

March 31, 

    

2021

    

2020

Operating and formation costs

$

204,239

$

85

Loss from operations

(204,239)

(85)

Other income (expense):

Interest earned on marketable securities held in Trust Account

6,208

Change in fair value of warrant liabilities

(49,500)

Other expense, net

(43,292)

Loss before income taxes

(247,531)

(85)

Net Loss

$

(247,531)

$

(85)

 

 

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

 

11,088,616

 

Basic and diluted net loss per share, Common stock subject to possible redemption

$

0.00

$

0.00

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

 

3,561,384

 

2,500,000

Basic and diluted net loss per share, Non-redeemable common stock

$

(0.07)

$

(0.00)

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-3

ROTH CH ACQUISITION II CO.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Additional

Total

Common Stock

Paid-in

Accumulated

Stockholders’

    

Shares

    

Amount

    

Capital

    

Deficit

    

Equity

BalanceJanuary 1, 2021

3,561,384

$

357

$

5,122,609

$

(122,963)

$

5,000,003

 

 

 

 

 

Common stock subject to possible redemption

24,753

2

247,528

247,530

Net loss

 

 

 

0

 

(247,531)

 

(247,531)

Balance– March 31, 2021

 

3,586,137

$

359

$

5,370,137

$

(370.494)

$

5,000,002

Additional

Total

Common Stock

Paid

Accumulated

Stockholders’

    

Shares

    

Amount

    

in Capital

    

Deficit

    

Equity

BalanceJanuary 1, 2020

 

2,875,000

$

288

$

24,712

$

(1,225)

$

23,775

Net loss

 

0

 

0

 

0

 

(85)

 

(85)

BalanceMarch 31, 2020

 

2,875,000

$

288

$

24,712

$

(1,310)

$

23,690

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-4

ROTH CH ACQUISITION II CO.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months

Three Months

Ended

Ended

March 31,

March 31,

    

2021

    

2020

Cash Flows from Operating Activities:

  

Net loss

$

(247,531)

$

(85)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Interest earned on marketable securities held in Trust Account

(6,208)

Unrealized gain on marketable securities held in Trust Account

Change in fair value of warrant liabilities

49,500

Changes in operating assets and liabilities:

 

  

 

  

Prepaid expenses

15,332

Accrued expenses

 

41,380

 

(225)

Net cash used in operating activities

 

(147,527)

 

(310)

 

  

 

  

Net Change in Cash

 

(147,527)

 

(310)

Cash – Beginning of period

 

696,567

 

25,000

Cash – End of period

$

549,040

$

24,690

 

 

Non-Cash investing and financing activities:

 

 

Change in value of common stock subject to possible redemption

$

(247,530)

$

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-5

Table of Contents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Roth CH Acquisition II Co. (formerly known as Roth Acquisition I Co.) (the “Company”) was incorporated in Delaware on February 13, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from February 13, 2019 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 275,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain of the Company’s stockholders, generating gross proceeds of $2,750,000, which is described in Note 4.

Transaction costs amounted to $1,654,977 consisting of $1,150,000 of underwriting fees, and $504,977 of other offering costs.

Following the closing of the Initial Public Offering on December 15, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and will be held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the target business or businesses that we acquireCompany will be able to complete a Business Combination successfully. The Company must collectively havecomplete a Business Combination having an aggregate fair market value equal toof at least 80% of the balance of the fundsassets held in the trust accountTrust Account (excluding any taxes payable)payable on income earned on the Trust Account) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies with which we may complete such a business combination.

Pursuant to Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies that we may complete a business combination with. If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust account, which may be less than $10.00 per share.

Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public stockholders do not support such a combination.

If a stockholder vote is not required, we may conduct redemptions via a tender offer. Accordingly, we may consummate our initial business combination even if holders of a majority of our public shares do not approve the business combination.

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Because our Board of Directors may consummate our initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into ouran initial business combination withBusiness Combination. The Company will only complete a target.

We may enter intoBusiness Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a transaction agreement with a prospectivecontrolling interest in the target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we maysufficient for it not be able to meet such closing condition, and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets would be aware of these risks and, thus, may be reluctant to enter into our initial business combination transaction with us.

The ability of a large number of our stockholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

In connection with the consummation of our business combination, we may redeem up to that number of shares of common stock that would permit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cash to pay the purchase price, the redemption threshold may be further limited. Alternatively, we may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercises its redemption rights than we expect. If the acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentageregister as an investment company under the Investment Company Act.

F-6

Table of our shares toContents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The Company will provide its holders of the target or its stockholders to make up foroutstanding Public Shares (the “public stockholders”) with the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

19

The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that we cannot consummate our business combination and that you would have to wait for liquidation in orderopportunity to redeem your shares.

If, pursuant to the terms of our proposed business combination, we are required to maintainall or a minimum net worth or retain a certain amount of cash in trust in order to consummate the business combination regardless of whether we proceed with redemptions under the tender offer or proxy rules, the probability that we cannot consummate our business combination is increased. If we do not consummate our business combination, you would not receive your pro rata portion of their Public Shares upon the trust account until we liquidate. If you are in needcompletion of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount in our trust account. InBusiness Combination either situation, you may suffer a material loss on your investment or lose the benefit of funds expected(i) in connection with a redemption until we liquidatestockholder meeting called to approve the Business Combination or you are able(ii) by means of a tender offer. The decision as to sell your shares inwhether the open market.

The requirement that we complete our initial business combination within 24 months from the closing of this offering may give potential target businesses leverage over us in negotiating our initial business combination.

Any potential target business with which we enter into negotiations concerning our initial business combinationCompany will be aware that we must consummate our initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating our initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence, and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

Our initial stockholders, officers and directors have agreed that we must complete our initial business combination within 24 months from the closing of this offering. We may not be able to find a suitable target business and consummate our initial business combination within such time period. If we are unable to consummate our initial business combination within the required time period, we will, as promptly as reasonably possible but not more than five business days thereafter (subject to our certificate of incorporation and Delaware law), distribute the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption of public stockholders from the trust account shall be effected as required by our certificate of incorporation and Delaware law prior to any voluntary winding up.

If we seek stockholder approval of our business combination, our initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares from stockholders, in which case they may influence a vote in favor ofBusiness Combination or conduct a proposed business combination that you do not support.

If we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of our initial business combination. Such purchases will not be made if our initial stockholders, directors, officers, advisors or their affiliates areby the Company, solely in possession of any material non-public information that has not been disclosed to the selling stockholder. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions fromdiscretion. The public stockholders who have already elected to exercise their redemption rights, such selling stockholders wouldwill be required to revoke their prior electionsentitled to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by our initial stockholders, directors, officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harborPublic Shares for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

The purpose of such purchases would be to (1) increase the likelihood of obtaining stockholder approval of the business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation of an initial business combination that may not otherwise have been possible.

20

Purchases of shares of common stock in the open market or in privately negotiated transactions by our initial stockholders, directors, officers, advisors or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of an initial business combination.

If our initial stockholders, directors, officers, advisors or their affiliates purchase shares of common stock in the open market or in privately negotiated transactions, the public “float” of our shares of common stock and the number of beneficial holders of our securities would both be reduced, possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange following consummation of the business combination.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of a redemption to public stockholders prior to any winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem their shares in connection with an initial business combination that we consummate or if we seek to amend our certificate of incorporation to affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Because the net proceeds of this offering are intended to be used to complete our initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to consummate an initial business combination than if we were subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business — Comparison to Offerings of Blank Check Companies Subject to Rule 419.”

If we seek stockholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 20% of our shares of common stock, you will lose the ability to redeem all such shares in excess of 20% of our shares of common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our certificate of incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in this offering. Your inability to redeem more than an aggregate of 20% of the shares sold in this offering will reduce your influence over our ability to consummate our initial business combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.

If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination.

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business combination is not consummated during that time. If we are unable to fund our operating expenses, our ability to close a contemplated transaction could be impaired. If we are unable to complete our initial business combination, our public stockholders may only receive a pro rata portion of the amount then in the trust account (which mayTrust Account (initially anticipated to be less than $10.00 per share) (whether or not the underwriters’ over-allotment option is exercised in full)Public Share, plus any pro rata interest earned on our redemption, and our warrants will expire worthless.

21

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduceTrust Account and not previously released to the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the trust accountCompany to pay its tax obligations). There will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 underno redemption rights upon the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

Subsequent to our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges.

Even if we conduct thorough due diligence on a target business with which we combine, this diligence may not surface all material issues that may be present inside a particular target business. Even with thorough due diligence, we may not be able to uncover all material issues, and there may be factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Our directors may decide not to enforce indemnification obligations against our initial stockholders, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below $10.00 per share (whether or not the underwriters’ overallotment option is exercised in full) and our initial stockholders assert that they are unable to satisfy their obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determine on our behalf whether to take legal action against them to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our initial stockholders to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations on our behalf, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including registration as an investment company, adoptioncompletion of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

22

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination.

If we are unable to consummate our initial business combination, our public stockholders may be forced to wait up to 24 months or longer before redemption from our trust account.

If we are unable to consummate our initial business combination within 24 months from the closing of this offering, we will, as promptly as reasonably possible but not more than five business days thereafter (subject to our certificate of incorporation and applicable law), distribute the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described herein. Any redemption of public stockholders from the trust account shall be effected as required by our certificate of incorporation prior to our commencing any voluntary liquidation. Except as otherwise described herein, we have no obligation to return funds to investors prior to the date of any redemption required as a result of our failure to consummate our initial business combination within the period described above or our liquidation, unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their shares of common stock. Only upon any such redemption of public shares as we are required to effect or any liquidation will public stockholders be entitled to distributions if we are unable to complete our initial business combination.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.

The COVID-19 pandemic has resulted in a widespread health crisis that has affected, or could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third party financing being unavailable on terms acceptable to us or at all.

The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our shares of common stock.

Pursuant to an agreement to be entered into on the date of this prospectus, our initial stockholders and their permitted transferees can demand that we register the founder shares, the private units and the underlying securities. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our shares of common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholder of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our shares of common stock that is expected when the securities owned by our initial stockholders, holders of our private units or their respective permitted transferees are registered.

Because we have not selected a particular business or specific geographic location or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

Although we have a stated focus on certain target businesses in a specific geographic location as indicated elsewhere in this prospectus, we may pursue acquisition opportunities in any geographic region, relying upon our management team’s background. While we may pursue an acquisition opportunity in any business industry or sector, we intend to initially focus on those industries or sectors that complement our management team’s background. Except for the limitations that a target business have a fair market value of at least 80% of the value of the trust account (excluding any taxes payable) and that we are not permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specific target business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all of the significant risk factors, or we may not have adequate time to complete due diligenceBusiness Combination with respect to the target business and its industry. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risksCompany’s warrants.

The Company will adversely impact a target business. In addition, investors will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of a particular target business. An investment in our units may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisition target.

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We may seek investment opportunities outside our management’s area of expertise and our management may not be able to adequately ascertain or assess all significant risks associated with the target company.

There is no limitation on the industry or business sector we may consider when contemplating our initial business combination. We may therefore be presentedproceed with a business combination candidate in an industry unfamiliar to our management team, but determine that such candidate offers an attractive investment opportunity for our company. InBusiness Combination if the event we elect to pursue an investment outside of our management’s expertise, our management’s experience may not be directly applicable to the target business or the evaluation of its operations.

Risks Relating to Completing a Business Combination

The ability of our public stockholders to exercise their redemption rights may not allow us to effectuate the most desirable business combination or optimize our capital structure.

If our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many public stockholders may exercise redemption rights, we may either need to reserve part of the trust account for possible payment upon such redemption, or we may need to arrange third party financing to help fund our initial business combination. In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

In connection with any meeting held to approve an initial business combination, we will offer each public stockholder the option to vote in favor of the proposed business combination and still seek redemption of his, her or its shares.

In connection with any meeting held to approve an initial business combination, we will offer each public stockholder (but not our initial stockholders, officers or directors) the right to have his, her or its shares of common stock redeemed for cash (subject to the limitations described elsewhere in this prospectus) regardless of how or whether such stockholder votes on such proposed business combination. We will consummate our initial business combination only if we haveCompany has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination. ThisBusiness Combination. If a stockholder vote is different than other similarly structured blank check companies where stockholders are offered the right to redeem their shares only when they vote against a proposed business combination. This thresholdnot required by law and the abilityCompany does not decide to seek redemption while voting in favorhold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of a proposed business combination may make it more likely that we will consummate our initial business combination.

We will require public stockholders who wishIncorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to redeem their shares of common stock in connection with a proposed business combination or amendment to our certificate of incorporation to effect the substance or timing of their redemption obligation if we fail to timely complete a business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

We will require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents mailed to such holders, or inwith the event we distribute proxy materials, up to two business days prior toSEC containing substantially the vote on the proposal to approve the business combination or amendment to our certificate of incorporation to affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, whichsame information as would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares.

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Because of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.

We expect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. Therefore, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, seeking stockholder approval of our initial business combination may delay the consummation of a transaction. Additionally, our rights, and the future dilution they represent (entitling the holders to receive shares of common stock on consummation of our initial business combination), may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating our initial business combination.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our redemption, and the warrants will expire worthless.

Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction or our costs to operate or locate a transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. Financing may not be available on acceptable terms, if at all. The current economic environment, including due to the effects of the COVID-19 pandemic, has made it especially difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to consummate our initial business combination, we would be compelled to either restructure the transaction or abandon that particular initial business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our redemption, and the warrants will expire worthless. In addition, even if we do not need additional financing to consummate our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Upon closing of this offering, our initial stockholders collectively will own 20% of our issued and outstanding shares of common stock (not including shares underlying the private units and assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our certificate of incorporation. If our initial stockholders purchase any units in this offering or our initial stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their control. To our knowledge, none of our initial stockholders, officers or directors has any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our shares of common stock.

Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation will require that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions not including claims that arise under the Securities Act or Exchange Act, may be brought only in the Court of Chancery in the State of Delaware. This provision may have the effect of discouraging lawsuits against our directors and officers.

Our initial stockholders paid an aggregate of $25,000, or approximately $0.01 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of common stock.

The difference between the public offering price per share (allocating all of the unit purchase price to the shares of common stock included in the unit and none to the warrants included in the unit) and the pro forma net tangible book value per share after this offering constitutes the dilution to you and the other investors in this offering. Our initial stockholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, you and the other public stockholders will incur an immediate and substantial dilution of approximately 84.3% or $8.43 per share (the difference between the pro forma net tangible book value per share of $1.57 and the initial offering price of $10.00 per share immediately upon the closing of this offering), or approximately 86.0% dilution or $8.60 per share (the difference between the pro forma net tangible book value per share of $1.40 and the initial offering price of $10.00 per share) if the over-allotment is fully exercised.

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The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the shares of common stock and warrants underlying the units, include:

·the history and prospects of companies whose principal business is the acquisition of other companies;

·prior offerings of those companies;

·our prospects for acquiring an operating business at attractive values;

·a review of debt to equity ratios in leveraged transactions;

·our capital structure;

·an assessment of our management and their experience in identifying operating companies;

·general conditions of the securities markets at the time of this offering, including with respect to the impact from the COVID-19 pandemic; and

·other factors as were deemed relevant.

Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.

Because we must furnish our stockholders with target business financial statements prepared in accordance with United States generally accepted accounting principles or international financial reporting standards, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules, which require that a proxy statement with respectprior to completing a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards, or IFRS as issued by the International Accounting Standards Board or the IASB, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. We will include substantially the same financial statement disclosure in connection with any tender offer documents we use, whether or not they are required under the tender offer rules. These financial statement requirements may limit the pool of potential target businesses we may consummate our initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

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Although we identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and, as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these attributes.Business Combination. If, we consummate our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce our initial business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise its redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, ifhowever, stockholder approval of the transaction is required by law, or Nasdaq, or we decidethe Company decides to obtain stockholder approval for business or other legal reasons, it may be more difficult for usthe Company will offer to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercisedredeem shares in full) on our redemption, and our warrants will expire worthless.

Management’s flexibility in identifying and selectingconjunction with a prospective acquisition candidate, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders.

Subjectproxy solicitation pursuant to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% ofproxy rules and not pursuant to the value oftender offer rules. If the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Investors will be relying on management’s ability to identify business combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations. Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders, which would be the case if the trading price of our shares of common stock after giving effect to such business combination was less than the per-share trust liquidation value that our stockholders would have received if we had dissolved without consummating our initial business combination.

We are not required to obtain an opinion from an independent investment banking firmCompany seeks stockholder approval in connection with a business combination, and consequently, an independent source may not confirm thatBusiness Combination, the price we are paying for the business is fair to our stockholders from a financial point of view.

Unless we consummate our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

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Resources could be wasted in researching acquisitions that are not consummated.

We anticipate that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to usholders of the related costs incurred, which could materially adversely affect subsequent attemptsCompany’s shares prior to locatethe Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and acquireany Public Shares purchased during or merge with another business. If we are unable to complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our redemption, and our warrants will expire worthless.

Our ability to successfully effect our initial business combination and to be successful thereafter will be largely dependent upon the efforts of our officers, directors and key personnel, some of whom may join us following our initial business combination.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have consummated our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

The role of such persons in the target business, however, cannot presently be ascertained. Although some of such persons may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with us after the consummationInitial Public Offering (a) in favor of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combinationapproving a Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the consummation of our initial business combination will(b) not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the consummation of our initial business combination. Our key personnel may not remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

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We may have a limited ability to assess the management of a prospective target business and, as a result, may effectuate our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

The officers and directors of an acquisition candidate may resign upon consummation of our initial business combination. The loss of an acquisition target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the consummation of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that some members of the management team of an acquisition candidate will not wish to remain in place.

Certain of our officers and directors are affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Following the completion of this offering and until we consummate our business combination, we intend to engage in the business of identifying and combining with one or more businesses. Certain of our executive officers and directors are affiliated with entities that are engaged in a similar business.

Our officers may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

For example, Byron Roth, Gordon Roth and Aaron Gurewitz are affiliated with Roth, and John Lipman and Rick Hartfiel are affiliated with Craig-Hallum, our lead book-running managing underwriters. Such officers and directors owe a pre-existing fiduciary duty to Roth or Craig-Hallum, as applicable, meaning that they will present opportunities to Roth or Craig-Hallum, or their respective clients, prior to presenting them to us, if, for example, a potential target company is open to either raising funds in an offering or engaging in a transaction with a SPAC. In addition, each of Byron Roth, Gordon Roth, Aaron Gurewitz, John Lipman, Rick Hartfiel, Molly Hemmeter, Daniel M. Friedberg, and Adam Rothstein are officers and directors of Roth CH Acquisition I Co., a special purpose acquisition company that has entered into an agreement and plan of merger with PureCycle Technologies LLC pursuant to which Roth CH Acquisition I Co. will acquire PureCycle Technologies LLC. If the business combination between Roth CH Acquisition I Co. and PureCycle is not consummated for any reason, Roth CH Acquisition I Co. will have priority over us in connection with potential target businesses identified by each of them. These affiliations may limit the number of potential targets they present to us for purposes of completing a business combination.

Any conflict of interest may not be resolved in our favor, and potential target businesses may be presented to another entity prior to their presentation to us.

Certain shares beneficially owned by our officers and directors will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

Our officers and directors have waived their right to redeem any shares in connection with our initial business combination,a stockholder vote to approve a Business Combination or sell any shares to receive distributionsthe Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of how or whether they vote on the proposed transaction or don’t vote at all.

The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their founderFounder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares and shares underlyingto the private units upon our liquidationCompany in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if we arethe Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until December 15, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to consummate our initialcomplete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business combination. Accordingly, these securitiesdays thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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Table of Contents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be worthlessentitled to liquidating distributions from the Trust Account if we do not consummate our initial business combination. Any warrants they hold, like thosethe Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the public, will also be worthless if we do not consummate an initial business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selectingCompany, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and completingenforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflictthird party, the Initial Stockholders will not be responsible to the extent of interest when determining whetherany liability for such third-party claims. The Company will seek to reduce the terms, conditions and timingpossibility that Initial Stockholders will have to indemnify the Trust Account due to claims of a particular business combination are appropriate and in our stockholders’ best interest.

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We may engage in our initial business combination with one or morecreditors by endeavoring to have all vendors, service providers, (except the Company’s independent registered public accounting firm), prospective target businesses that have relationships with entities that may be affiliated with our executive officers, directors or existing holders, which may raise potential conflicts of interest.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In light of the involvement of our initial stockholders, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our initial stockholders, officers and directors. Our directors also serve as officers and board members for other entities. Our initial stockholders, officers and directors are not currently aware of any specific opportunities for us to consummate our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning athe Company does business, combinationexecute agreements with any entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for our initial business combination as set forth in “Proposed Business — Effecting our initial business combination — Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire, regarding the fairness to our stockholders from a financial point of view of a business combination with one or more North American or international businesses affiliated with our executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Our directors have a fiduciary duty to act in the best interests of our stockholders, whether or not a conflict of interest may exist.

Because our initial stockholders will lose their entire initial investment in us if our initial business combination is not consummated and our officers and directors have significant financial interests in us, a conflict of interest may arise in determining whether a particular acquisition target is appropriate for our initial business combination.

Our initial stockholders currently hold an aggregate of 2,875,000 founder shares. The founder shares will be worthless if we do not consummate an initial business combination. In addition, our stockholders prior to this offering have agreed that they or their designees will purchase an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) private units at a price of $10.00 per private unit, for an aggregate purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full) that will also be worthless if we do not consummate our initial business combination. As a result, they may have a conflict of interest in determining whether a particular acquisition target is appropriate for us.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. If we incur any indebtedness without a waiver from any lender ofCompany waiving any right, title, interest or claim of any kind in or to any monies held in the trust account,Trust Account.

Risks and Uncertainties

Management continues to evaluate the incurrenceimpact of debtthe COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a varietynegative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of negative effects, including:the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

·default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

·acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

·our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

·our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

·our inability to pay dividends on our shares of common stock;

·using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

·limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

·increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

·limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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We may only be able to complete one business combinationNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the proceedsinstructions to Form 10-Q and Article 8 of this offering,Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which will cause us to be solely dependent onare necessary for a single business, which may have a limited numberfair presentation of products or services. This lack of diversification may negatively impact our operationsthe financial position, operating results and profitability.

cash flows for the periods presented.

The net proceeds from this offering togetheraccompanying unaudited condensed financial statements should be read in conjunction with the funds we will receive from the sale of the private units (excluding $650,000 of net proceeds that will not be held in the trust account) will provide us with approximately $100,000,000 (or approximately $115,000,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination.

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statementsCompany’s Annual report on Form 10-K, as filed with the SEC that present operatingon March 29, 2021. The interim results andfor the financial condition of several target businesses as if they had been operated on a combined basis. By consummating our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we wouldthree months ended March 31, 2021 are not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be solely dependent upon the performance of a single business, property or asset, or dependent upon the development or market acceptance of a single or limited number of products or services. This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously consummate business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closingsnecessarily indicative of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to consummate our initial business combination with a private company about which little information is available.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in our initial business combination with a company that is not as profitable as we suspected, if at all.

We may not be able to maintain control of a target business after our initial business combination.

We may structure our initial business combination to acquire less than 100% of the equity interests or assets of a target business, but we will only consummate such business combination if we will become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an investment company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. Even though we may own a majority interest in the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that we will not be able to maintain our control of the target business.

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Risks Relating to our Securities

Holders of warrants will not participate in liquidating distributions if we are unable to complete an initial business combination within the required time period.

If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, the warrants will expire and holders will not receive any of such proceeds with respect to the warrants. The foregoing may provide a financial incentive to public stockholders to vote in favor of any proposed initial business combination as each of their warrants would entitle the holder to receive or purchase additional shares of common stock, resulting in an increase in their overall economic stake in us. If a business combination is not approved, the warrants will expire and be worthless.

If we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants, public holders will only be able to exercise such warrants on a “cashless basis” which would result in a fewer number of shares being issued to the holder had such holder exercised the warrants for cash.

If we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the public warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of shares of common stock that a holder will receive upon exercise of its public warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants is available. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential benefit of the holder’s investment in us may be reduced or the warrants may expire worthless. Notwithstanding the foregoing, the warrants underlying the private units may be exercisable for unregistered shares of common stock for cash even if the prospectus relating to the shares of common stock issuable upon exercise of the warrants is not current and effective.

An investor will only be able to exercise a warrant for cash if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No public warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. At the time that the warrants become exercisable, we expect to continue to be listed on a national securities exchange, which would provide an exemption from registration in every state. However, we cannot assure you of this fact. If the common shares issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the marketexpected for the warrants may be limited and they may expire worthless if they cannot be sold.

Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our public warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise his warrant (including any warrants held by our initial stockholders and/or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential benefit of the holder’s investment in our company.

We may amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding warrants.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The warrant agreement requires the approval by the holders of a majority of the then outstanding warrants (including the warrants included in the private units) in order to make any change that adversely affects the interests of the registered holders.

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We have no obligation to net cash settle the warrants.

In no event will we have any obligation to net cash settle the warrants. Accordingly, the warrants may expire worthless.

Redeeming stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

We will require public stockholders who wish to redeem their shares of common stock in connection with any proposed business combination to comply with the delivery requirements discussed above for redemption. If such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until we have returned their securities to them. The market price for our shares of common stock may decline during this time and you may not be able to sell your securities when you wish, even while other stockholders that did not seek redemption may be able to sell their securities.

There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Prospective stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Once listed on Nasdaq, an active trading market for our securities may never develop or, if developed, it may not be sustained. Additionally, if our securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities not listed on a national exchange, the liquidity and price of our securities may be more limited than if we were listed on Nasdaq or another national exchange. You may be unable to sell your securities unless a market can be established and sustained.

Risks Associated with Acquiring and Operating a Business outside of the United States

We may effect our initial business combination with a company located outside of the United States.

If we effect our initial business combination with a company located outside of the United States, we would be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

·rules and regulations or currency redemption or corporate withholding taxes on individuals;

·laws governing the manner in which future business combinations may be effected;

·exchange listing and/or delisting requirements;

·tariffs and trade barriers;

·regulations related to customs and import/export matters;

·longer payment cycles;

·tax issues, such as tax law changes and variations in tax laws as compared to the United States;

·currency fluctuations and exchange controls;

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·rates of inflation;

·challenges in collecting accounts receivable;

·cultural and language differences;

·employment regulations;

·crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

·deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer.

There are costs and difficulties inherent in managing cross-border business operations.

Managing a business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based abroad or in the United States) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely North American business) and may negatively impact our financial and operational performance.

Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments may occur in a country in which we may operate after we effect our initial business combination.

Political events in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular country.

Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience.

Our ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition.

Rules and regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

Delay with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.

If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

The relationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For instance, the United States may announce its intention to impose quotas on certain imports or become involved in trade wars with other nations. Such import quotas or trade wars may adversely affect political relations between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate target business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such countries are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive. Because we are not limited to any specific industry, there is no basis for investors in this offering to evaluate the possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign country in which we acquire a target business or move our principal manufacturing or service operations.

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If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations.

Currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

Because foreign law could govern our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere.

Foreign law could govern our material agreements. The target business may not be able to enforce any of its material agreements or remedies may not be available outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The judiciaries in certain foreign countries may be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation, any such jurisdictions may not favor outsiders or could be corrupt. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business and business opportunities.

General Risk Factors

Compliance obligations under the Sarbanes-Oxley Act of 2002 may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the yearperiod ending December 31, 2021. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to all public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of2021 or for any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.future periods.

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F-8

Table of Contents

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

We areMARCH 31, 2021

(Unaudited)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the JOBS Act. We will remain an “emerging growth company” for up to five years. However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, orSecurities Act, as modified by the market valueJumpstart Our Business Startups Act of our shares2012 (the “JOBS Act”), and it may take advantage of common stockcertain exemptions from various reporting requirements that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would ceaseapplicable to be another public companies that are not emerging growth company as of the following fiscal year. As an emerging growth company, we arecompanies including, but not limited to, not being required to comply with the auditorindependent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in ourits periodic reports and proxy statements, and we are exemptexemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares less attractive because we may rely on these provisions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We haveThe Company has elected not to opt out of such extended transition period which means that when a new accounting standard is issued or revised and it has different application dates for public or private companies, we,the Company, as an emerging growth company, will notcan adopt the new or revised standard untilat the time private companies are required to adopt the new or revised standard. This may make comparison of ourthe Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Once initially listed on Nasdaq, our securities may not continueThe preparation of financial statements in conformity with GAAP requires the Company’s management to be listed on Nasdaqmake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the future, which could limit investors’ abilitynear term due to make transactions in our securities and subject us to additional trading restrictions.

We anticipate that our securities will be initially listed on the Nasdaq Capital Market upon consummation of this offering. However, we cannot assure you of this or that our securities will continue to be listed on Nasdaq in the future. Additionally, in connection with our business combination, Nasdaq may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

·a limited availability of market quotations for our securities;

·a reduced liquidity with respect to our securities;

·a determination that our shares of common stock are a “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

·a limited amount of news and analyst coverage for our company; and

·a decreased ability to issue additional securities or obtain additional financing in the future.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments and agencies, in particular, the SEC. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

·our ability to complete our initial business combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 pandemic;

·our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

·our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements and other benefits;

·our potential ability to obtain additional financing to complete our initial business combination;

·our pool of prospective target businesses;

·the ability of our officers and directors to generate a number of potential investment opportunities;

·the delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;

·our public securities’ potential liquidity and trading;

·the lack of a market for our securities; or

·our financial performance following this offering or following our business combination.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 18. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,future confirming events. Accordingly, the actual results may vary in material respectscould differ significantly from those projectedestimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and 2020.

Marketable Securities Held in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.Trust Account

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USE OF PROCEEDS

We are offering 10,000,000 units at a price of $10.00 per unit. We estimate that the net proceeds of this offering, together with the funds we receive from the saleDecember 31, 2020 substantially all of the private units (all of which will be deposited into the trust account), will be used as set forth in the following table:

  Without
Over-
Allotment
Option
  Over-
Allotment
Option
Exercised
 
Gross proceeds        
From offering $100,000,000  $115,000,000 
From sale of private units  2,600,000   2,750,000 
Total gross proceeds $102,600,000  $117,750,000 
 Offering expenses (1)        
Underwriting discounts and commissions (1.0% of gross proceeds from offering) $1,000,000(2) $1,150,000(2)
Legal fees and expenses  325,000   325,000 
Nasdaq listing fee (including deferred amount)  75,000   75,000 
Printing and engraving expenses  35,000   35,000 
Accounting fees and expenses  75,000   75,000 
FINRA filing fee  

27,669

   27,669 
SEC registration fee  19,761   19,761 
Director and officer liability insurance  200,000   200,000 
Miscellaneous expenses  192,570   192,570 
Total offering expenses $1,950,000  $2,100,000 
Net proceeds        
Held in trust $100,000,000(3) $115,000,000(3)
Not held in trust  650,000   650,000 
Total net proceeds $100,650,000  $115,650,000 
         
Use of net proceeds not held in the trust account (4)(5)        
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination $200,000   31%
Due diligence of prospective target businesses by officers, directors and initial stockholders  100,000   15%
Legal and accounting fees relating to SEC reporting obligations  100,000   15%
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves  250,000   39%
Total $650,000   100%

(1)A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of Nasdaq listing fee and a portion of the legal and audit fees, have been paid from funds we borrowed from CR Financial Holdings, Inc., as further described below. These funds will be repaid out of the proceeds of this offering available to us. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.

(2)No discounts or commissions will be paid with respect to the purchase of the private units.

(3)The funds held in the trust account will be used to acquire a target business, to pay holders who wish to convert or sell their shares for a portion of the funds held in the trust account and potentially to pay our expenses relating thereto. Our expenses relating to the acquisition of a target business would either come from the funds held in the trust account or additional funds otherwise available to us outside of the trust account, including cash held by the target business. Any remaining funds will be disbursed to the combined company and be used as working capital to finance the operations of the target business.

(4)

The amount of proceeds not held in trust will remain constant at $650,000 even if the over-allotment is exercised.

(5)These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.

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A total of $10.00 per unit (whether or not the underwriters’ over-allotment option is exercised in full) of the net proceeds from this offering and the sale of the private units described in this prospectus will be placed in a trust account in the United States at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company acting as trustee and will be held as cash items or invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except for all interest income that may be released to us to pay our tax obligations, as discussed below, none of the fundsassets held in the trust account will be releasedTrust Account were held in U.S. Treasury Bills.

F-9

Table of Contents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from the trust account until the earlier of: (i) the consummation of our initial business combination within 24 months from the closing of this offeringEquity.” Common stock subject to mandatory redemption is classified as a liability instrument and (ii) ais measured at fair value. Conditionally redeemable common stock (including common stock that features redemption to public stockholders prior to any voluntary winding-up in the event we do not consummate our initial business combinationrights that is either within the applicable period.control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

Warrant Liability

The net proceeds heldCompany accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the trust account may be used as considerationwarrants are freestanding financial instruments pursuant to payASC 480, meet the sellersdefinition of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid for using shares or debt securities, or notliability pursuant to ASC 480, and whether the warrants meet all of the funds releasedrequirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Binomial Lattice Model (see Note 9).

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

F-10

Table of Contents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the trust account are usedstatutory tax rate of 21% for payment of the purchase price in connection with our business combination, we may apply the cash released from the trust account that is not appliedthree months ended March 31, 2021 and 2020, due to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating the initial business combination, to fund the purchase of other companies or for working capital.

We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is basedvaluation allowance recorded on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to use from the trust account is minimal as a result of the current interest rate environment, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our management team, but such members of our management team are not under any obligation to advance funds to, or invest in, us.Company’s net operating losses.

Net income (Loss) per Common Share

On August 23, 2020, we issued an unsecured promissory note to CR Financial Holdings, Inc., pursuant to which the Company borrowed an aggregate principal amount of $200,000 as of September 30, 2020. The promissory note is non-interest bearing and will be payable promptly after consummation of this offering or the date on which we determine not to conduct this offering.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our initial stockholders, officers and directors (or their affiliates) may, but are not obligated to, loan us funds as may be required. If we consummate our initial business combination, we would repay such loaned amounts. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available.

In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Furthermore, the redemption threshold may be further limited by the terms and conditions of our initial business combination. In such case, we would not proceed with the redemption of our public shares or the business combination, and instead may search for an alternate business combination.

A public stockholder will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our consummation of our initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of our public shares if we are unable to consummate our initial business combination within 24 months following the closing of this offering, subject to applicable law, or (iii) if we seek to amend our certificate of incorporation to affect the substance or timing of our obligation to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering and such amendment is duly approved. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

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Our initial stockholders have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation of our initial business combination, including their founder shares, shares underlying the private units and public shares that they have purchased during or after the offering, if any. In addition, our initial stockholders have agreed to waive their rights to liquidating distributions with respect to its founder shares and shares underlying the private units if we fail to consummate our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period.

DIVIDEND POLICY

We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and subject to the Delaware law. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future, except if we increase the size of the offering pursuant to Rule 462(b) under the Securities Act, in which case we will effect a share dividend immediately prior to the consummation of the offering in such amount as to maintain our initial stockholders’ ownership at 20% of the issued and outstanding shares of common stock upon the consummation of this offering (assuming no purchase in this offering and not taking into account ownership of the private units).

DILUTION

The difference between the public offering price per share, assuming no value is attributed to the warrants included in the units we are offering by this prospectus, and the pro forma net tangible book value per share after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with sale and exercise of warrants, including the warrants included in the private units. Net tangible book valueincome (loss) per share is determinedcomputed by dividing our net tangible book value, which is our total tangible assets less total liabilities (includingincome (loss) by the valueweighted-average number of shares of common stock which may be redeemed for cash), by the number of outstanding shares of common stock.

At September 30, 2020, our net tangible book value was $(52,330) or approximately $(0.02) per share. After giving effect to the sale of 10,000,000 shares of common stock included in the units we are offering by this prospectus and the proceeds received from the sale of the private units, the deduction of underwriting discounts and estimated expenses of this offering, our pro forma net tangible book value at September 30, 2020 would have been $5,000,005 or $1.57 per share, representing an immediate increase in net tangible book value of $1.59 per share to the initial stockholders and an immediate dilution of 84.3% per share or $8.43 to new investors not exercising their conversion/tender rights. For purposes of presentation, our pro forma net tangible book value after this offering is $95,672,750 less than it otherwise would have been because, if we effect a business combination, the ability of public stockholders to exercise conversion rights or sell their shares to us in any tender offer may result in the conversion or tender of up to 9,567,275 shares sold in this offering.

The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the redeemable warrants, including the private units:

Public offering price    $10.00 
Net tangible book value before this offering $(0.02)    
Increase attributable to new investors, private sales and capital contribution  1.59     
Pro forma net tangible book value after this offering      1.57 
Dilution to new investors     $8.43 
Percentage of dilution to new investors      84.3%

The following table sets forth information with respect to our initial stockholders and the new investors:

  Shares Purchased  Total Consideration  Average
Price
 
  Number  Percentage  Amount  Percentage  Per Share 
Initial stockholders (1)  2,500,000   19.59% $25,000   0.02% $0.01 
Private units  260,000   2.04%  2,600,000   2.54%  10.00 
New investors  10,000,000   78.37%  100,000,000   97.44%  10.00 
   12,760,000   100.00%  102,625,000   100.00%    

(1)Assumes the over-allotment option has not been exercised and an aggregate of 375,000 shares of common stock held by our initial stockholders have been forfeited as a result thereof.

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The pro forma net tangible book value after the offering is calculated as follows:

Numerator: (1)    
Net tangible book value before this offering $(52,330)
Net proceeds from this offering and private placement of private units  100,650,000 
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value  75,085 
Less: Proceeds held in trust subject to conversion/tender  (95,672,750)
  $5,000,005 
     
Denominator:    
Shares of common stock issued and outstanding prior to this offering (1)  2,500,000 
Shares of common stock to be sold in this offering  10,000,000 
Shares of common stock included in the private units issued  260,000 
Less: Shares subject to conversion/tender  (9,567,275)
   3,192,725 

(1)Assumes the over-allotment option has not been exercised and an aggregate of 375,000 shares of common stock held by our initial stockholders have been forfeited by us as a result thereof.

CAPITALIZATION

The following table sets forth our capitalization at September 30, 2020 and as adjusted to give effect to the sale of our units and the private units and the application of the estimated net proceeds derived from the sale of such securities.

  September 30, 2020 
  Actual  As
Adjusted (1)
 
Promissory note (2) $200,000  $ 
Shares of common stock, $0.0001 par value, none and 9,567,275 shares are subject to
possible conversion/tender, respectively
     95,672,750 
Shares of common stock, $0.0001 par value, 50,000,000 shares authorized, 2,875,000
shares issued and outstanding, actual; 3,192,725 shares issued and outstanding
(3) (excluding 9,567,275 shares subject to possible conversion/tender (4)), as adjusted
  288   319 
Additional paid-in capital  24,712   5,001,931 
Accumulated deficit  (2,245)  (2,245)
Total stockholders’ equity  22,755   5,000,005 
Total capitalization $222,755   100,672,755 

(1)Includes the $2,600,000 we will receive from the sale of the private units (assuming the over-allotment option has not been exercised).

(2)Our sponsor has agreed to loan us up to $200,000 under an unsecured promissory note to be used for a portion of the expenses of this offering, which is payable on the earlier of the consummation of this offering or the date on which we determine not to proceed with this offering. As of September 30, 2020, we had borrowed $200,000 under the promissory note with our sponsor.

(3)Assumes the over-allotment option has not been exercised and an aggregate of 375,000 shares of common stock held by our initial stockholders have been forfeited as a result thereof.

(4)The actual number of shares that may be converted or tendered may exceed this number so long as we have at least $5,000,001 either immediately prior to or upon consummation of a business combination.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

We were incorporated on February 13, 2019 as a Delaware corporation to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination. The issuance of additional shares in our business combination:

·may significantly reduce the equity interest of our stockholders;

·may subordinate the rights of holders of common stock if we issue preferred shares with rights senior to those afforded to our shares of common stock;

·will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

·may adversely affect prevailing market prices for our securities.

Similarly, if we issue debt securities, it could result in:

·default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;

·acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;

·our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

·our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

As indicated in the accompanying financial statements, at September 30, 2020, we had $176,170 in cash and deferred offering costs of $75,085. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. Our plans to raise capital or to consummate our initial business combination may not be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial position, and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.

Liquidity and Capital Resources

As indicated in the accompanying financial statements, at September 30, 2020, we had $176,170 in cash and a working capital deficit of $52,330. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty through this offering are discussed above. Our plans to raise capital or to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

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Our liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the insider shares and loans from CR Financial Holdings, Inc. in an aggregate amount of $200,000 that is more fully described below. We estimate that the net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately $950,000 and underwriting discounts and commissions of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full) and (2) the sale of the private units for a purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full), will be $100,650,000 (or $115,650,000 if the over-allotment option is exercised in full). Of this amount, $100,000,000 (or $115,000,000 if the over-allotment option is exercised in full) will be held in the trust account. The remaining $650,000 (whether or not the over-allotment option is exercised in full) will not be held in the trust account.

We intend to use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

Over the next 24 months, we will be using the funds held outside of the trust account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. Out of the funds available outside the trust account, we anticipate that we will incur approximately:

·$200,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;

·$100,000 of expenses for the due diligence and investigation of a target business by our officers, directors and initial stockholders;

·$100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; and

·$250,000 for general working capital that will be used for miscellaneous expenses.

If our estimates of the above costs are less than the actual costs, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Additionally, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Related Party Transactions

On August 23, 2020, we issued an unsecured promissory note to CR Financial Holdings, Inc., pursuant to which the Company had borrowed an aggregate principal amount of $200,000 as of September 30, 2020. The promissory note is non-interest bearing and will be payable promptly after consummation of this offering or the date on which we determine not to conduct this offering.

Our stockholders prior to this offering have committed to purchase from us an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) private units at $10.00 per private unit (for a total purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. We believe the purchase price of these private units will approximate the fair value of such private units when issued. However, if it is determined, at the time of issuance, that the fair value of such private units exceeds the purchase price, we would record compensation expense for the excess of the fair value of the private units on the day of issuance over the purchase price in accordance with Accounting Standards Codification (“ASC”) 718 — Compensation — Stock Compensation.

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If needed to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination, our initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available.

We have also engaged Roth and Craig-Hallum as advisors in connection with our initial business combination pursuant to the business combination marketing agreement described under “Underwriting (Conflicts of Interest) — Business Combination Marketing Agreement.” We will pay Roth and Craig-Hallum a marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 4.5% of the gross proceeds of this offering, including any proceeds from the full or partial exercise of the over-allotment option. As a result, Roth and Craig-Hallum will not be entitled to such fee unless we consummate our initial business combination.

Controls and Procedures

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2021. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:

·staffing for financial, accounting and external reporting areas, including segregation of duties;

·reconciliation of accounts;

·proper recording of expenses and liabilities in the period to which they relate;

·evidence of internal review and approval of accounting transactions;

·documentation of processes, assumptions and conclusions underlying significant estimates; and

·documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when, or if, required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering, including amounts in the trust account, will be invested in United States government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of the date of this prospectus, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.

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JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

PROPOSED BUSINESS

Introduction

We are a blank check company formed under the laws of the State of Delaware on February 13, 2019. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although we intend to focus on the business services, consumer, healthcare, technology, wellness or sustainability sectors. We do not have any specific business combination under consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction.

Competitive Strengths

Our management team is led by Byron Roth and partners of both Roth and Craig-Hallum who have over 100 years of combined operational, deal-making and investment experience. Our mission is to unlock value for our stockholders by identifying an acquisition target in the business services, consumer, healthcare, technology, wellness or sustainability sectors. Given the experience of our management team in these sectors, we believe we have significant resources to identify, diligence, and structure transactions that could be favorable for all stockholders.

We believe our management team’s backgrounds, and Roth and Craig-Hallum’s unique sourcing infrastructure, provide us with the ability to identify transactions and target businesses that can thrive as publicly-traded companies. Additionally, over the course of their careers, the members of our management team and our affiliates have developed extensive networks of contacts and corporate relationships that we believe will provide us with an important source of initial business combination opportunities. These networks have provided our management team and our affiliates with deal flow that has resulted in numerous transactions. We anticipate that target business candidates will also be brought to our attention from various unaffiliated sources, including family offices, investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises.

Management team

Our management team, through its members’ shared experience at Roth and Craig-Hallum, has a history of identifying targets and making strategic investments, acquisitions and raising capital. Roth and Craig-Hallum are small-cap growth investment banks with deep expertise and relationships in the business services, consumer, healthcare, technology, wellness and sustainability sectors. Since inception in 1992, Roth has raised over $50 billion in equity and debt offerings for small cap growth companies; Craig-Hallum has raised over $25 billion for small cap growth companies since its inception in 1997. Together, Roth and Craig-Hallum have approximately 40 senior research analysts covering approximately 550 companies, and over 40 sales people servicing approximately 1,000 institutional investors. Combined, the two firms have been underwriters on approximately 60 IPOs since the JOBS Act and completed over 400 M&A and advisory assignments. Roth and Craig-Hallum sponsor over 15,000 meetings with institutional clients annually.

Byron Roth, our Chairman and Chief Executive Officer, is Chairman and Chief Executive Officer of Roth Capital Partners, LLC, a privately-owned investment banking firm dedicated to the small-cap public market and headquartered in Newport Beach, California. In addition, Mr. Roth is a co-founder and General Partner of three private investment firms; Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion.

Gordon Roth, our Chief Financial Officer, is Chief Financial Officer and Chief Operating Officer of Roth Capital Partners, LLC. Prior to joining Roth, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Mr. Roth brings over 40 years of accounting experience, as he spent thirteen years with Deloitte & Touche beginning in 1978, where he served as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the America Institute of CPA’s. Mr. Roth has a B.A. from William Penn University, and a Master of Science in Accounting from Drake University.

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Rick Hartfiel, our Co-President, is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel has been an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

John Lipman, our Chief Operating Officer, is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial and technology sectors. Mr. Lipman has completed over 125 equity, convertible and debt offerings and advisory assignments for growth companies, including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies. Mr. Lipman has over 20 years investing experience in small capitalization companies, and started his career in venture capital and investor relations.

Aaron Gurewitz, our Co-President, is a Managing Director and has been Head of Equity Capital Markets at Roth since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz graduated summa cum laude from San Diego State University with a B.S. in Finance.

Molly Hemmeter will become a member our Board of Directors at the closing of this offering. Since January of 2020, Ms. Hemmeter has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco with a rich history spanning nearly 100 years. With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer of agricultural products, animal nutrients and specialty ingredients and chemicals. Also since January 2020, Ms. Hemmeter has served as Board Director for Flower One, a publicly traded company that specializes in large-scale cultivation and production of high-quality, low-cost cannabis with operations located in Nevada. Since October 2020, Ms. Hemmeter has served as Board Director of The Wine Group. The Wine Group is a privately-held, management-owned company that is the second largest wine producer in the US and third largest in the world. From 2009 to 2019, Ms. Hemmeter served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $550M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Hemmeter has also served on the Board of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic growers in North America, from 2018 to 2019. Prior to Landec, from 2006 to 2009, Ms. Hemmeter served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Hemmeter has also been an executive in two software companies and held additional positions in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies. Ms. Hemmeter holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School.

Daniel M. Friedberg will become a member our Board of Directors at the closing of this offering. Mr. Friedberg has served as Chairman of the Board of Quest Resource Holding Corp. (NASDAQ: QRHC) since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. Mr. Friedberg started with Bain & Company in the London office in 1987, was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private equity businesses. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg currently serves on the Board at Buttonwood Networks and USA Field Hockey. Mr. Friedberg serves on the Board of Directors of Point Pickup Technologies and Triphammer Ventures LLC and has previously served on the Board of Directors at GP Strategies Corp. (GPX), InnerWorkings, Inc. (INWK), Performance Sports Group Ltd. (PSG) and X-Rite, Inc. (XRIT). Mr. Friedberg has a Master’s in Business Administration degree from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology.

Adam Rothstein will become a member our Board of Directors at the closing of this offering. Mr. Rothstein is a Co-Founder and General Partner in Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013 and 2014, respectively. Since 2014, Mr. Rothstein has been a Venture Partner in Subversive Capital, and the Managing Member of 1007 Mountain Drive Partners, LLC, which are both consulting and investment vehicles. Mr. Rothstein is also a sponsor and director of Subversive Capital Acquisition Corp., which is a special purpose acquisition company. Mr. Rothstein has over 20 years of investment experience, and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the US and in Israel and is on the Advisory Board for the Leeds School of Business at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has an (MPhil) in Finance from the University of Cambridge.

The past performance of Roth and Craig-Hallum, our management team and affiliates, or businesses with which they are or have been associated, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or past performance of our management team or their affiliates or the businesses with which they are or have been associated as indicative of our future performance.

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About Roth Capital Partners

Roth provides investment banking and research and trading services that include capital raising, mergers and acquisitions, research coverage, sales/trading, market making, corporate access conferences and more. Roth currently provides research coverage on approximately 370 public companies. Under Mr. Byron Roth’s leadership, since 1992, Roth has raised over $50 billion for small cap companies and completed over 335 advisory assignments.

About Craig-Hallum

Craig-Hallum is a privately-owned investment banking firm dedicated to the small-cap public market and headquartered in Minneapolis, MN. Founded in 1997, Craig-Hallum provides high-quality research coverage on approximately 285 public companies across a variety of sectors including technology, healthcare, diversified industrials, consumer and energy verticals. Since 2013, Craig-Hallum has completed over 300 equity offerings and advisory assignments for its clients.

Business Strategy

Our management team’s objective is to generate attractive returns and create value for our stockholders by applying a disciplined strategy of identifying attractive investment opportunities that could benefit from the addition of capital, management expertise and strategic insight.

We will leverage our management team’s broad network of proprietary and public transaction sources to find an opportunity where their expertise could effect a positive transformation of the existing business to improve the overall value proposition while maximizing shareholder value.

Our management team believes it can identify companies that are under-performing their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocations, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. In order to increase shareholder value, we will seek to identify these dislocations and implement a proven course correction plan where management agreements are put in place, debt and equity structures are realigned and costs are reduced.

We intend to source initial business combination opportunities through the extensive networks of our management team and their affiliates. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships, including seasoned executives and operators, private equity investors, lenders, attorneys and family offices, that we believe will provide our management team with a robust flow of acquisition opportunities.

We believe successful special purpose acquisition companies require a differentiated story to make a business combination attractive for potential sellers of businesses who become partners in a public markets context. We believe that our team will be an attractive partner given our proven track record of both operational and financial success in small and medium sized public companies and our deep understanding of how to navigate complicated shareholder and capital markets dynamics in a small and mid-cap context.

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Business Combination Criteria

Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.

Middle-Market Business. We will seek to acquire one or more businesses with an enterprise value of approximately $250 million to $1 billion, determined in the sole discretion of our officers and directors according to reasonable accepted valuation standards and methodologies. We believe that middle-market segment provides the greatest number of opportunities for investment and where we believe we have the strongest network to identify opportunities.

Established Businesses. We will seek to acquire one or more businesses or assets that have a history of, or potential for, strong, stable cash flow generation, with predictable and recurring revenue streams.

Complex Proprietary Opportunities. Our management team has a proven track record of identifying companies that are under-performing their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocations, over-levered capital structures and/or excessive cost structures. We expect our management team’s focus on complex situations that require creative solutions to lead to less competitive transactions where we can combine with attractive businesses at reasonable valuations. While our management team is focused on complex situations as a means to find attractively-priced transactions, we do not intend to pursue turnarounds or situations that do not lend themselves to the public markets.

Growth opportunities through capital investment. We intend to seek candidates who will benefit from additional capital investment through a business combination.

Strong management teams with a proven track record. We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial abilities of our management and board will help potential target company to unlock opportunities for future growth and enhanced profitability.

Opportunities for Add-On Acquisitions. We will seek to acquire one or more businesses that we can grow both organically and through acquisitions. In addition, we believe that our ability to source proprietary opportunities and execute such transactions will help the business we acquire grow through acquisition, and thus serve as a platform for further add-on acquisitions.

Benefit from Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

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Risk-Adjusted Return. We intend to acquire one or more companies that we believe can offer attractive risk-adjusted return on investments for our stockholders.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

Our Business Combination Process

In evaluating prospective business combinations, we expect to conduct a due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with Roth or Craig-Hallum, our initial stockholders, officers or directors or their respective affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with our initial stockholders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm that regularly provides fairness opinions that our initial business combination is fair to our stockholders from a financial point of view.

Roth and Craig-Hallum and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which might be suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. For example, Byron Roth, Gordon Roth and Aaron Gurewitz are affiliated with Roth, and John Lipman and Rick Hartfiel are affiliated with Craig-Hallum, our lead book-running managing underwriters. Such officers and directors owe a pre-existing fiduciary duty to Roth or Craig-Hallum, as applicable, meaning that they will present opportunities to Roth or Craig-Hallum, or their respective clients, prior to presenting them to us, if, for example, a potential target company is open to either raising funds in an offering or engaging in a transaction with a SPAC. In addition, each of Byron Roth, Gordon Roth, Aaron Gurewitz, John Lipman, Rick Hartfiel, Molly Hemmeter, Daniel M. Friedberg, and Adam Rothstein are officers and directors of Roth CH Acquisition I Co., a special purpose acquisition company that has entered into an agreement and plan of merger with PureCycle Technologies LLC pursuant to which Roth CH Acquisition I Co. will acquire PureCycle Technologies LLC. Roth and Craig-Hallum acted as the lead book-running managing underwriters in the initial public offering of Roth CH Acquisition I Co.’s securities. If the business combination between Roth CH Acquisition I Co. and PureCycle is not consummated for any reason, Roth CH Acquisition I Co. will have priority over us in connection with potential target businesses identified by each of them. These affiliations may limit the number of potential targets they present to us for purposes of completing a business combination.

We believe, however, that the fiduciary duties or contractual obligations of Roth and Craig-Hallum and our officers or directors will not materially affect our ability to complete our initial business combination. We may, at our option, pursue an acquisition opportunity with an entity to which Roth or Craig-Hallum, investment funds advised by Roth or Craig-Hallum, or an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. The determination of whether an opportunity has been expressly offered to a director of officer solely in his or her capacity as a director or officer of our company will made based on express statements by the person offering the opportunity, and if a director or officer is unsure of whether an opportunity was offered in such capacity, he or she shall seek guidance on such determination from the audit committee of our Board of Directors.

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We will have until 24 months from the consummation of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem or purchase 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the public warrants will expire and will be worthless.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, our shares, new debt, or a combination of these, as the consideration to be paid in our initial business combination. We may seek to consummate our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases of our common stock, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

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We have not identified any acquisition targets. Fromduring the period, prior to our formation through the date of this prospectus, there have been no communications, evaluations or discussions between any of our officers, directors or our initial stockholders and any of their contacts or relationships regarding a potential initial business combination. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate. Subject to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, we have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, this assessment may not result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or Nasdaq, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also may introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee may be paid out of the funds held in the trust account. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.

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We do not intend to consider any company for an initial business combination that was previously considered by Roth CH Acquisition I Co. for a transaction unless we consider that there has been a change in such company’s projected financial and operating data, or another change that we believe warrants an evaluation of such company.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our stockholders from a financial point of view.

Selection of a Target Business and Structuring of a Business Combination

Subject to our management team’s fiduciary obligations and the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. In any case, we will only consummate an initial business combination in which we become the majority shareholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes as discussed below) or are otherwise not required to register as an investment company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. There is no basis for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information which will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

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Fair Market Value of Target Business or Businesses

The target business or businesses or assets with which we effect our initial business combination must have a collective fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination. If we acquire less than 100% of one or more target businesses in our initial business combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the value of the trust account at the time of the agreement to enter into such initial business combination. However, we will always acquire at least a controlling interest in a target business. The fair market value of a portion of a target business or assets will likely be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek to consummate our initial business combination with an initial target business or businesses with a collective fair market value in excess of the balance in the trust account. If we are no longer listed on a national exchange, we will not be required to satisfy the 80% test.

The fair market value of a target business or businesses or assets will be determined by our Board of Directors based upon standards generally accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value, enterprise value and, where appropriate, upon the advice of appraisers or other professional consultants. Investors will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of a particular target business. If our Board of Directors is not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire with respect to the satisfaction of such criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire, that the price we are paying is fair to our stockholders.

Lack of Business Diversification

For an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of diversification may:

·subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

·cause us to depend on the marketing and sale of a single product or limited number of products or services.

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Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. The future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. Consequently, members of our management team may not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directors will remain associated in some capacity with us following our initial business combination. Moreover, members of our management team may not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel may not remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve an Initial Business Combination

In connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of how or whether they vote on the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any founder shares, shares underlying the private units and any public shares purchased in or after this offering held by them into their pro rata share of the aggregate amount then on deposit in the trust account. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If we so choose and are legally permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. Whether we seek stockholder approval or engage in a tender offering, we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock voted are voted in favor of the business combination.

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We chose our net tangible asset threshold of $5,000,001 to ensure that we are not subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted or sold to us), and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public stockholders may therefore have to wait 24 months from the closing of this offering in order to be able to receive a pro rata share of the trust account.

Our initial stockholders and our officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, (2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination. As a result, if we sought stockholder approval of a proposed transaction, we would need only 430,001 of our public shares (or approximately 4.3% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting, that the over-allotment option is not exercised and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market).

None of our officers, directors, initial stockholders or their affiliates has indicated any intention to purchase units or shares of common stock in this offering or from persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention to vote, against such proposed business combination or that they wish to convert their shares, our officers, directors, initial stockholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number of conversions. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Conversion/Tender Rights

At any meeting called to approve an initial business combination, public stockholders may seek to convert their public shares, regardless of how or whether they vote on the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any founder shares, shares underlying the private units and any public shares purchased in or after this offering held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we hold a meeting to approve an initial business combination, a holder will always have the ability to vote against a proposed business combination and not seek conversion of his, her or its shares.

Alternatively, if we engage in a tender offer, each public stockholder will be provided the opportunity to sell his, her or its public shares to us in such tender offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in our company.

Our initial stockholders, officers and directors will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.

We may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his conversion rights. Under our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise conversion rights. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to. The conversion rights will likely include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

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There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45, and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders seeking to exercise conversion rights to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.

Any request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore, if a holder of public shares delivered his, her or its certificate in connection with an election of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he, she or it may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

Liquidation of Trust Account if No Business Combination

If we do not complete a business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

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Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering and, therefore, we do not intend to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

We will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters in this offering will execute such a waiver agreement. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refuses to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver, or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if third parties execute such agreements with us, they will not seek recourse against the trust account. Certain of our initial stockholders have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our initial stockholders will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our initial stockholders have sufficient funds to satisfy their indemnity obligations. We have not asked our initial stockholders to reserve for such obligations. We therefore cannot assure you that they will be able to satisfy their indemnification obligations if they are required to do so.

If we are unable to consummate an initial business combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our insiders have waived their rights to participate in any redemption with respect to any shares owned by them. We will pay the costs of any subsequent liquidation from interest accrued in the trust account (up to $50,000). If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $25,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time period or if the stockholders seek to have us convert their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

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If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption or conversion amount received by public stockholders may be less than $10.00.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

Certificate of Incorporation

Our certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial business combination. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. Our insiders have agreed to waive any conversion rights with respect to any insider shares and any public shares they may hold in connection with any vote to amend our certificate of incorporation. Specifically, our certificate of incorporation provides, among other things, that:

·

prior to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of how or whether they vote on the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in each case subject to the limitations described herein;

·we will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon the closing of the business combination and if a stockholder vote is held, a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

·if our initial business combination is not consummated within 24 months of the closing of this offering, then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock; and

·prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

Potential Revisions to Agreements with Insiders

Each of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:

·Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

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·Restrictions relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be amended to allow our insiders to vote on a transaction as they wished;

·The requirement of members of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating a target business and another management team had a potential target business;

·The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;

·The obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;

·The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation; and

·The requirement to obtain a valuation for any target business affiliated with our insiders could be waived, in the event it was too expensive to obtain one.

Except as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:

·Our having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem their shares in connection with any such extension);

·Our insiders being able to vote against a business combination or in favor of changes to our organizational documents;

·Our operations being controlled by a new management team that our stockholders did not elect to invest with;

·Our insiders receiving compensation in connection with a business combination; and

·Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations to us requiring that they act in our best interests and the best interests of our stockholders.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into the business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights and the number of our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

Facilities

We currently maintain our executive offices at 888 San Clemente Drive, Newport Beach, CA 92660. Roth is making this space available to us free of charge. We consider our office space adequate for our current operations.

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Employees

We currently have five executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Audited Financial Statements

We have registered our units, shares of common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation sent to stockholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance with U.S. GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. The financial statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business days thereafter. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December 31, 2021. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are an emerging growth company as defined in the JOBS Act and will remain such for up to five years. However, if our non-convertible debt issued within a three-year period or our total revenues exceed $1.07 billion or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.

Comparison to Offerings of Blank Check Companies Subject to Rule 419

The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering and that the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to this offering because we will be listed on a national securities exchange, we will have net tangible assets in excess of $5,000,001 either immediately prior to or upon the consummation of this offering, and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact.

Terms of the OfferingTerms Under a Rule 419 Offering
Escrow of offering proceeds$100,000,000 of the proceeds from this offering and the sale of the private units will be deposited into a trust account in the United States, maintained by Continental Stock Transfer & Trust Company, acting as trustee.$89,100,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

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Terms of the OfferingTerms Under a Rule 419 Offering
Investment of net proceeds

The $100,000,000 of the proceeds from this offering and the sale of the private units held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries.

Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target businessThe initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account net of taxes payable at the time of the execution of a definitive agreement for our initial business combination.We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
Trading of securities issuedThe units may commence trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless Roth and Craig-Hallum inform us of their decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrantsThe warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed.The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investorWe will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under our bylaws, we must provide at least 10 days’ advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

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Terms of the OfferingTerms Under a Rule 419 Offering
Business combination deadline

Pursuant to our certificate of incorporation, if we do not complete an initial business combination within 24 months from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation.

If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
Interest earned on the funds in the trust accountThere can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time.All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.
Release of fundsExcept for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering stockholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time.The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

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MANAGEMENT

Directors and Executive Officers

Our current directors and executive officers are as follows:

NameAgePosition
Byron Roth58Chief Executive Officer and Chairman of the Board
Gordon Roth66Chief Financial Officer
Rick Hartfiel56Co-President
John Lipman43Chief Operating Officer and Director
Aaron Gurewitz52Co-President
Molly Hemmeter53Director Nominee
Daniel M. Friedberg59Director Nominee
Adam Rothstein49Director Nominee

Byron Roth, 58, has served as our Chief Executive Officer and Chairman of the Board since the company’s inception in February 2019. Mr. Roth has been the Chairman and Chief Executive Officer of Roth since 1998. Under his management the firm has helped raise over $50 billion for small-cap companies, as well as advising on many merger and acquisition transactions. Mr. Roth is a co-founder and General Partner of three private investment firms; Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion. Mr. Roth is the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition I Co. (NASDAQ: ROCH), a special purpose acquisition company that has entered into an agreement and plan of merger with PureCycle Technologies LLC pursuant to which Roth CH Acquisition I Co. will acquire PureCycle Technologies LLC. Mr. Roth is a member of the Advisory Council, Executive Committee, and serves as the Chairman on the Nominating Committee for the Cornell SC Johnson College of Business. He is a founding member of the University of San Diego Executive Cabinet for the Athletic Department, and former member of the Board of Trustees where he served on the Investment Committee for the university’s endowment and athletic department for nine years. Mr. Roth also sits on the Executive Board of SMU’s Cox School of Business. Mr. Roth serves as a National Trustee for the Boys and Girls Club of America, and served as the Co-Chair for the 2019 Boys and Girls Club Pacific Youth of the Year Competition. He also sits on the Board of Directors for the Lott IMPACT Foundation, whose Lott IMPACT Trophy is presented annually to the college football defensive IMPACT player of the year for their contribution on and off the field. Mr. Roth was the honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart and Hope Gala and the 2018 Athletes First Classic Golden Heart Award benefitting the Orangewood Foundation. Mr. Roth earned his B.B.A, from the University of San Diego in 1985 and his MBA from the Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Mr. Gordon Roth. We believe Mr. Roth is well-qualified to serve as a director due to his business experience and contacts and relationships.

Gordon Roth, 66, has served as our Chief Financial Officer since the company’s inception in February 2019. Mr. Roth has been the Chief Financial Officer and Chief Operating Officer of Roth since 2000. From 1990 to 2000, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Prior to that Mr. Roth spent thirteen years with Deloitte & Touche, most recently serving as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the American Institute of CPA’s. Mr. Roth is the Chief Financial Officer of Roth CH Acquisition I Co. (NASDAQ: ROCH). Mr. Roth currently serves on the Board of Trustees of JSerra Catholic High School, and is the Chair of the Budget & Finance Committee. Mr. Roth has served on several other non-profit boards in the past including Boys & Girls Club, Special Olympics, Camp Fire and St Anne School. Mr. Roth was also a founding partner of the Iowa Barnstormers of the Arena Football League. Mr. Roth earned his B.A. from William Penn University in 1976, where he also served as a member of their Board of Trustees and was inducted into their Athletic Hall of Fame. Mr. Roth also earned a Master of Science in Accounting from Drake University in 1977. Mr. Gordon Roth is the brother of Mr. Byron Roth.

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Rick Hartfiel, 56, has served as our Co-President since August 2020. Mr. Hartfiel is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel has been an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel is the Co-President of Roth CH Acquisition I Co. (NASDAQ: ROCH). Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

John Lipman, 43, has served as our Chief Operating Officer and as a member of our Board of Directors since August 2020. Mr. Lipman is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial, and technology sectors. Mr. Lipman has completed over 125 equity, convertible, and debt offerings and advisory assignments for growth companies - including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC from 2011 to 2012, a Managing Director at Hudson Securities, Inc. from 2010 to 2011, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies, from 2005 to 2009. Mr. Lipman is the Chief Operating Officer and director of Roth CH Acquisition I Co. (NASDAQ: ROCH). Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL. We believe Mr. Lipman is well-qualified to serve as a director due to his business experience and contacts and relationships.

Aaron Gurewitz, 52, has served as our Co-President since August 2020. Mr. Gurewitz has been a Managing Director and the Head of Roth’s Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz is the Co-President of Roth CH Acquisition I Co. (NASDAQ: ROCH). Mr. Gurewitz graduated summa cum laude from San Diego State University with a B.S. in Finance.

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Molly Hemmeter, 53, will become a member our Board of Directors at the closing of this offering. Ms. Hemmeter has served as a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) since February 2020. Since January of 2020, Ms. Hemmeter has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco with a rich history spanning nearly 100 years. With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer of agricultural products, animal nutrients and specialty ingredients and chemicals. Also since January 2020, Ms. Hemmeter has served as Board Director for Flower One, a publicly traded company that specializes in large-scale cultivation and production of high-quality, low-cost cannabis with operations located in Nevada. Since October 2020, Ms. Hemmeter has served as Board Director of The Wine Group. The Wine Group is a privately-held, management-owned company that is the second largest wine producer in the US and third largest in the world. From 2009 to 2019, Ms. Hemmeter served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $550M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Hemmeter has also served on the Board of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic growers in North America, from 2018 to 2019. Prior to Landec, from 2006 to 2009, Ms. Hemmeter served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Hemmeter has also been an executive in two software companies and held additional positions in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies. Ms. Hemmeter holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School. We believe Ms. Hemmeter is well-qualified to serve as a director due to her experience as CEO and Director of a publicly traded company and the depth and breadth of Ms. Hemmeter’s operating and transactional experience in a wide variety of industries with both private and public companies at different stages of maturity.

Daniel M. Friedberg, 59, will become a member our Board of Directors at the closing of this offering. Mr. Friedberg has served as a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) since February 2020. Mr. Friedberg has served as Chairman of the Board of Quest Resource Holding Corp. (NASDAQ: QRHC) since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. Mr. Friedberg started with Bain & Company in the London office in 1987, was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private equity businesses. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg currently serves on the Board at Buttonwood Networks and USA Field Hockey. Mr. Friedberg serves on the Board of Directors of Point Pickup Technologies and Triphammer Ventures LLC and has previously served on the Board of Directors at GP Strategies Corp. (GPX), InnerWorkings, Inc. (INWK), Performance Sports Group Ltd. (PSG) and X-Rite, Inc. (XRIT). Mr. Friedberg has a Master’s in Business Administration degree from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology. We believe that Mr. Friedberg’s experience as the Chief Executive Officer of two investment firms, his experience as an executive with a leading global management consulting firm, his extensive experience in investing in private and public companies, and his service on multiple boards of directors provide him with knowledge and experience with respect to organizational, financial, operational, M&A, and strategic planning matters and provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board of Directors.

Adam Rothstein, 49, will become a member our Board of Directors at the closing of this offering. Mr. Rothstein has served as a member of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) since February 2020. Mr. Rothstein is a Co-Founder and General Partner in Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013 and 2014, respectively. Since 2014, Mr. Rothstein has been a Venture Partner in Subversive Capital, and the Managing Member of 1007 Mountain Drive Partners, LLC, which are both consulting and investment vehicles. Mr. Rothstein is also a sponsor and director of Subversive Capital Acquisition Corp., which is a special purpose acquisition company. Mr. Rothstein has over 20 years of investment experience, and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the US and in Israel and is on the Advisory Board for the Leeds School of Business at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has an (MPhil) in Finance from the University of Cambridge. We believe Mr. Rothstein is well-qualified to serve as a director due to his two decades of investment experience in the public and private markets both domestically and internationally.

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Executive Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses, but they are subject to review of our Board of Directors and audit committee.

Director Independence

Nasdaq requires that a majority of our Board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Upon consummation of this offering, Molly Hemmeter, Daniel M. Friedberg, and Adam Rothstein will be our independent directors. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms that our Board believes are no less favorable to us than could be obtained from independent parties.

Audit Committee

Effective as of the date of this prospectus, we have established an audit committee of the Board of Directors, which will consist of Molly Hemmeter, Daniel M. Friedberg, and Adam Rothstein, each of whom is an independent director under Nasdaq’s listing standards. Daniel M. Friedberg will be the Chairperson of the audit committee. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

·reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

·discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

·discussing with management major risk assessment and risk management policies;

·monitoring the independence of the independent auditor;

·verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

·reviewing and approving all related-party transactions;

·inquiring and discussing with management our compliance with applicable laws and regulations;

·pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

·appointing or replacing the independent auditor;

·determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

·establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

·approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

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Financial Experts on Audit Committee

Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of independent directors who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The Board of Directors has determined that Daniel M. Friedberg qualifies as an “audit committee financial expert,” as defined under rules and regulations of Nasdaq and the SEC.

Corporate Governance and Nominating Committee

Effective as of the date of this prospectus, we have established a corporate governance and nominating committee of the Board of Directors, which will consist of Molly Hemmeter, Daniel M. Friedberg, and Adam Rothstein, each of whom is an independent director under Nasdaq’s listing standards. Adam Rothstein will be the Chairperson of the corporate governance and nominating committee. The corporate governance and nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. The corporate governance and nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated:

·should have demonstrated notable or significant achievements in business, education or public service;

·should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

·should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The corporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The corporate governance and nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The corporate governance and nominating committee does not distinguish among nominees recommended by stockholders and other persons.

Compensation Committee

Effective as of the date of this prospectus, we have establish a compensation committee of the Board of Directors, which will consist of Molly Hemmeter, Daniel M. Friedberg, and Adam Rothstein, each of whom is an independent director under Nasdaq’s listing standards. Molly Hemmeter will be the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

·reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

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·reviewing and approving the compensation of all of our other executive officers;

·reviewing our executive compensation policies and plans;

·implementing and administering our incentive compensation equity-based remuneration plans;

·assisting management in complying with our proxy statement and annual report disclosure requirements;

·approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

·if required, producing a report on executive compensation to be included in our annual proxy statement; and

·reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

Code of Ethics

Upon consummation of this offering, we will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

Conflicts of Interest

Potential investors should be aware of the following potential conflicts of interest:

·None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

·In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any fiduciary or contractual obligation will be honored before we are presented with the opportunity.

·Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

·

The insider shares, warrants underlying the private units and shares underlying the private units owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares, warrants underlying the private units and shares underlying the private units if we do not complete a business combination. In addition, our officers and directors may loan funds to us after this offering and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

·

We have also engaged Roth and Craig-Hallum as advisors in connection with our initial business combination pursuant to the business combination marketing agreement described under “Underwriting (Conflicts of Interest) — Business Combination Marketing Agreement.” We will pay Roth and Craig-Hallum a marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 4.5% of the gross proceeds of this offering, including any proceeds from the full or partial exercise of the over-allotment option. As a result, Roth and Craig-Hallum will not be entitled to such fee unless we consummate our initial business combination.

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In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

·the corporation could financially undertake the opportunity;

·the opportunity is within the corporation’s line of business; and

·it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination and (2) 24 months from the date of this prospectus. This agreement is, however, subject to any fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has a fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.

Other clients of either Roth or Craig-Hallum may also compete with us for investment opportunities meeting our investment objectives. If either Roth or Craig-Hallum is engaged to act for any such clients, we may be precluded from pursuing opportunities that such clients are pursuing. In addition, investment ideas generated within Roth and Craig-Hallum may be suitable for both us and for an investment banking client or a current or future Roth or Craig-Hallum internal investment vehicle, including other blank check companies in which Roth or Craig-Hallum may participate, and may be directed to such client or investment vehicle rather than to us. Either Roth or Craig-Hallum may be engaged to advise the seller of a company, business or assets that would qualify as an investment opportunity for us. In such cases, we may be precluded from participating in the sale process or from purchasing the company, business or assets. If we are permitted to pursue the opportunity, Roth’s or Craig-Hallum’s interests or its obligations to the seller may diverge from our interests. Neither Roth, Craig-Hallum nor members of either management have any obligation to present us with any opportunity for a potential business combination of which they become aware unless such opportunity was expressly offered in writing to our management solely in their capacity as an officer or director of the company. Roth and Craig-Hallum and/or our management, in their capacities as officers or managing directors of Roth or Craig-Hallum or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future Roth or Craig-Hallum internal investment vehicles, including other blank check companies in which Roth or Craig-Hallum may participate, or third parties, including clients of Roth or Craig-Hallum, before they present such opportunities to us. In addition, our independent directors may have duties or obligations that prevent them from presenting otherwise suitable target businesses to us. Our independent directors are under no obligation to present opportunities of which they become aware to the company, unless such opportunity was expressly offered to the independent director solely in his capacity as a director of the company.

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The following table summarizes certain material fiduciary or contractual obligations of our officers and directors:

Name of Affiliated CompanyName of IndividualPriority/Preference relative to Roth
CH Acquisition II Co.
Roth Capital Partners, LLC
CR Financial Holdings, Inc.
BTG Investments LLC
WACO Limited, LLC
Cortina Asset Management, LLC
Rx3, LLC
Rivi Capital, LLC
EAM Investors, LLC
Roth Canada ULC
Roth CH Acquisition I Co.
Byron RothRoth Capital Partners, LLC and Roth CH Acquisition I Co. will have priority over us
Roth Capital Partners, LLC
CR Financial Holdings, Inc.
BTG Investments LLC
WACO Limited, LLC
Cortina Asset Management, LLC
Rx3, LLC
Rivi Capital, LLC
EAM Investors, LLC
Roth Canada ULC
Joiya, Inc.
Roth CH Acquisition I Co.
Gordon RothRoth Capital Partners, LLC and Roth CH Acquisition I Co. will have priority over us
Craig-Hallum Capital Group LLC
Roth CH Acquisition I Co.
Rick HartfielCraig-Hallum Capital Group LLC and Roth CH Acquisition I Co. will have priority over us
Craig-Hallum Capital Group LLC
Roth CH Acquisition I Co.
John LipmanCraig-Hallum Capital Group LLC and Roth CH Acquisition I Co. will have priority over us
Roth Capital Partners, LLC
Roth CH Acquisition I Co.
Aaron GurewitzRoth Capital Partners, LLC and Roth CH Acquisition I Co. will have priority over us
Roth CH Acquisition I Co.Molly HemmeterRoth CH Acquisition I Co. will have priority over us

Wilbur-Ellis Company Inc.

Flower One

All affiliated companies will have priority over us
Roth CH Acquisition I Co.Daniel M. FriedbergRoth CH Acquisition I Co. will have priority over us

Quest Resource Holding Corp.

Hampstead Park Capital Management

Buttonwood Networks

USA Field Hockey

All affiliated companies will have priority over us
Roth CH Acquisition I Co.Adam RothsteinRoth CH Acquisition I Co. will have priority over us

Disruptive Technology Partners

Disruptive Growth

Subversive Capital

1007 Mountain Drive Partners, LLC

Subversive Capital Acquisition Corp.

All affiliated companies will have priority over us

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In connection with the vote required for any business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote their respective insider shares, shares underlying the private units and public shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to those shares of common stock acquired by them prior to this offering. If they purchase shares of common stock in this offering or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment to our certificate of incorporation relating to pre-business combination activity.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm, or other firm that commonly provides valuation opinions, that the business combination is fair to our stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination except as described in this prospectus.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and as adjusted to reflect the sale of our shares of common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase units in this offering), by:

·each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock;

·each of our officers and directors; and

·all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of the date of this prospectus.

  Prior to Offering  After Offering (2) 
Name and Address of Beneficial Owner (1) Amount and
Nature of
Beneficial
Ownership
  Approximate
Percentage
of
Outstanding
Shares of
Common
Stock
  Amount
and
Nature of
Beneficial
Ownership
  Approximate
Percentage
of
Outstanding
Shares of
Common
Stock
 
Byron Roth(3)(4)  1,993,333   69.3%  1,913,600   15.0%
Gordon Roth(3)(4)  1,909,423   66.4%  1,833,046   14.4%
Aaron Gurewitz(5)  27,769   1.0%  26,658   *%
John Lipman  271,654   9.4%  260,787   2.0%
Rick Hartfiel     %     %
Molly Hemmeter(4)  80,490   2.8%  77,270   *%
Daniel M. Friedberg(4)(6)  80,490   2.8%  77,270   *%
Adam Rothstein(4)  80,490   2.8%  77,270   *%
All officers and directors as a group (8 individuals)(3)(4)  2,555,959   88.9%  2,453,719   19.2%
CR Financial Holdings, Inc.(4)(7)  1,887,690   65.7%  1,812,183   14.2%
CHLM Sponsor-1 LLC(8)  303,346   10.6%  291,213   2.3%

*Less than 1%.

(1)Unless otherwise indicated, the business address of each of the individuals is c/o Roth CH Acquisition II Co., 888 San Clemente Drive, Newport Beach, CA 92660.

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(2)

Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 375,000 shares of common stock held by our initial stockholders. Also reflects the ownership of an aggregate of 260,000 shares of common stock underlying the private units.

(3)Includes shares owned by CR Financial Holdings, Inc., over which Byron Roth and Gordon Roth have voting and dispositive power.

(4)

Assumes that CR Financial Holdings, Inc. distributed an aggregate of 209,974 (or 241,470 if the over-allotment option is exercised in full) shares of common stock to our independent directors. With respect to the numbers as adjusted to reflect the offering, includes an aggregate of 21,837 shares of common stock underlying the private units, which are intended to be purchased by our independent directors.

(5)Consists of shares owned by the AMG Trust Established January 23, 2007, for which Aaron Gurewitz is trustee.

(6)Consists of shares owned by Hampstead Park Capital Management LLC, of which Mr. Friedberg is the managing member.

(7)Byron Roth and Gordon Roth have voting and dispositive power over the shares owned by CR Financial Holdings, Inc.

(8)Steve Dyer, Chief Executive Officer and Managing Partner of Craig-Hallum Capital Group LLC, one of our lead book-running managing underwriters, has voting and dispositive shares owned by CHLM Sponsor-1 LLC.

Immediately after this offering, our initial stockholders will beneficially own 20% of the then issued and outstanding shares of common stock (assuming none of them purchase any units offered by this prospectus and excluding the founder shares). None of our initial stockholders, officers and directors has indicated to us that he intends to purchase securities in this offering. Because of the ownership block held by our initial stockholders, such individuals may be able to effectively exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

If the underwriters do not exercise all or a portion of the over-allotment option, our initial stockholders will have up to an aggregate 375,000 shares of common stock subject to forfeiture. OnlyThe Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,887,500 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares necessaryCommon stock subject to maintain our initial stockholders’ collective 20% ownership interest in ourpossible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock after giving effectas these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

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ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

Three Months

Three Months

Ended

Ended

March 31, 

March 31, 

    

2021

    

2020

Common stock subject to possible redemption

Numerator: Earnings allocable to Common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

$

5,973

$

Unrealized gain on marketable securities held in Trust Account

Less: interest available to be withdrawn for payment of taxes

(5,973)

Net income

$

$

Denominator: Weighted Average Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

11,088,616

Basic and diluted net income per share, Common stock subject to possible redemption

$

0.00

$

Non-Redeemable Common Stock

Numerator: Net Loss minus Net Earnings

Net loss

$

(247,531)

$

(85)

Net income allocable to Common stock subject to possible redemption

Non-Redeemable Net Loss

$

(247,531)

$

(85)

Denominator: Weighted Average Non-redeemable common stock

 

 

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

3,561,384

2,500,000

Basic and diluted net loss per share, Non-redeemable common stock

$

(0.07)

$

(0.00)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

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ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the offeringfair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the exercise, if any,derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the underwriters’instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option (excludingin the founder shares and any shares purchased in this offering) will be forfeited.

Allamount of the insider shares issued and outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing1,500,000 Units, at a price of our common stock equals or exceeds $12.50$10.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50%Unit. Each Unit consists of the insider shares, 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 consummate a liquidation, merger,1 share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property. Up to 375,000 of the insider shares may also be released from escrow earlier than this date for forfeiture and cancellation if the over-allotment option is not exercised in full as described above.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers to our initial stockholders, officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the rightholder to receive cash dividends, if declared. If dividends are declared and payable in sharespurchase 1 share of common stock such dividends will also be placed in escrow. If we are unableat an exercise price of $11.50 per share, subject to effect a business combination and liquidateadjustment (see Note 7).

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ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the trust account, none of our initial stockholders will receive any portionclosing of the liquidation proceeds with respect to their insider shares.

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Our stockholders prior to this offering have committed to purchase from usInitial Public Offering, the Initial Stockholders purchased an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) private unitsPrivate Units at a price of $10.00 per private unit (for a totalPrivate Unit, for an aggregate purchase price of $2,600,000 (or $2,750,000, if the over-allotment option is exercised in full). These purchases will take place on a private placement basis simultaneously withplacement. Each Private Unit consists of 1 share of common stock (“Private Share”) and one-half of one redeemable warrant (“Private Warrant”). Each whole Private Warrant entitles the consummationholder to purchase 1 share of this offering.common stock at a price of $11.50 per full share, subject to adjustment (see Note 7). The proceeds from the private placement of the private units andPrivate Units were added to the proceeds of this offering will be placed in a trust accountfrom the Initial Public Offering held in the United States maintained by Continental Stock Transfer & Trust Account. If the Company as trustee, as further detailed in the section entitled “Use of Proceeds.” If we dodoes not complete our initial business combinationa Business Combination within 24 months from the closing of this offering,Combination Period, the proceeds from the sale of the private unitsPrivate Units will be included inused to fund the liquidating distributionredemption of the Public Shares (subject to the holdersrequirements of our public shares. The private units are identical to the units sold as part of the public units in this offering except that the (i) private units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees, and (ii) the private units may not be transferred prior to the close of a business combination (except on the same terms as the founder shares would be transferable)applicable law). Our stockholders have approved the issuance of the private units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.

In order to meet our working capital needs following the consummation of this offering, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available.

Our executive officers and initial stockholders are our “promoters,” as that term is defined under the federal securities laws.

CERTAINNOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In February 2019, CR Financial Holdings, Inc., an entity affiliated with Roth Capital Partners, LLC,the Initial Stockholders purchased an aggregate of 100 shares of the Company’s common stock for an aggregate purchase price of $25,000. On June 29, 2020, wethe Company effected a stock dividend of 43,125 shares of common stock for each share of common stock outstanding, resulting in an aggregate of 4,312,500 shares of common stock being held by the Initial Stockholders. On August 31, 2020, the Initial Stockholders transferred back to the Company 1,437,500 shares of common stock, for nominal consideration, which shares were cancelled, resulting in there being an aggregate of 4,312,500 shares outstanding. On August 31, 2020, CR Financial Holdings, Inc. transferred 1,437,5002,875,000 shares of common stock back to us for nominal consideration, which shares were cancelled.outstanding and being held by the Initial Stockholders (the “Founder Shares”). That same day, CHLM Sponsor-1 LLC, an entity affiliated with Craig-Hallum Capital Group LLC, and certain of ourthe Company’s directors, officers and affiliates of ourthe Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares for an aggregate purchase price of $6,485.56. As of$6,486. All share and per-share amounts have been retroactively restated to reflect the date hereof, there are an aggregate of 2,875,000 shares outstanding, which shares we refer to herein as “founder shares” or “insider shares,” which includesstock dividend and cancellation. The Founder’s Shares included an aggregate of up to 375,000 shares that are subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option iswas not exercised in full or in part,

If so that the underwriters do notSponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares underlying the Private Securities). As a result of the underwriters’ election to fully exercise all or a portion of their over-allotment option, our initial stockholdersno Founder Shares are currently subject to forfeiture.

The Initial Stockholders have agreed, thatsubject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On August 23, 2020, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of 375,000 shares$200,000. The Promissory Note is non-interest bearing and payable on the earlier of common stock in proportion to(i) the portionconsummation of the over-allotment option thatInitial Public Offering or (ii) the date on which the Company determines not to proceed with the Initial Public Offering. The outstanding balance under the Promissory Note of $200,000 was not exercised are subject to forfeiture and would be immediately cancelled.

Ifrepaid at the underwriters determine the sizeclosing of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share capitalizations or a contribution back to capital, as applicable, would be effectuatedInitial Public Offering on December 15, 2020.

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ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

Related Party Loans

In addition, in order to maintain our initial stockholder’s ownership at 20%finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the number of shares issued and outstanding after the closing of this offering (assuming no purchase in this offering and not taking into account ownership of the private units).

Our initial stockholders have committed to purchase from us an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) private units at $10.00 per private unit (for a total purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. The proceeds from the private placement of the private units and the proceeds of this offering will be placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, as further detailed in the section entitled “Use of Proceeds.” If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private units will be included in the liquidating distribution to the holders of our public shares. The private units are identical to the units sold as part of the public units in this offering except that the (i) warrants included in the private units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees, and (ii) the private units may not be transferred prior to the close of a business combination (except on the same terms as the founder shares would be transferable). Our stockholders have approved the issuance of the private units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.

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In order to meet our working capital needs following the consummation of this offering, our initial stockholders,Company’s officers and directors andor their respective affiliates may, but are not obligated to, loan usthe Company funds from timeas may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loanthe Company. Otherwise, the Working Capital Loans would be evidenced byrepaid only out of funds held outside the Trust Account. In the event that a promissory note. The notesBusiness Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be paidused to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of our initial business combination, without. If we do not complete a business combination,Business Combination, without interest.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on December 10, 2020, the loans will only be repaid with funds not held in the trust account, to the extent available.

The holders of our insider shares issued and outstanding on the date of this prospectus,Founder Shares, as well as the holders of the private unitsPrivate Units (and all underlying securities), and any securities issued to the Initial Stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering.rights. The holders of a majority of these securities are entitled to make up to two2 demands that wethe Company register such securities. The holders of the majority of the insider sharesFounder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private unitsPrivate Units (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after we consummatethe Company consummates a business combination.Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. WeBusiness Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, theythe Company may not exercise demand or piggyback rights after five (5) and seven (7) years, respectively, from the effective date of this offeringthe Initial Public Offering and may not exercise demand rights on more than one occasion in respect of all registrable securities.

Underwriting Agreement

AsThe underwriters were paid a cash underwriting discount of 1.00% of the date of this prospectus, CR Financial Holdings, Inc. has loaned us $200,000 to cover expenses related to this offering. The loans are non-interest bearing and payable on the date on which we consummate this offering. We intend to repay the advance from thegross proceeds of this offering not placed in the trust account.Initial Public Offering, or $1,150,000.

Business Combination Marketing Agreement

We will reimburse our initial stockholders, officers and directors for any reasonable out-of-pocketThe Company entered into a business expenses incurred by themcombination marketing agreement with the representatives of the underwriters as advisors in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit ona Business Combination. The Company will pay the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of common stock prior to this offering, or to any of their respective affiliates, prior to or with respect to the business combination (regardlessrepresentatives of the type of transaction that it is) except as described in this prospectus.

We will enter into indemnity agreements with each of our officers and directors. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law and to advance expenses incurred asunderwriters a result of any proceeding against them as to which they could be indemnified.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our disinterested independent directors (to the extent we have any) or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into anymarketing fee for such transaction unless our disinterested independent directors (or, if there are no independent directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics, which we will adoptservices upon consummation of this offering, will require us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board of Directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives personal benefits as a result of his or her position.

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Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm, or other firm that commonly provides valuation opinions, that the business combination is fair to our stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination except as describeda Business Combination in this prospectus.

Limitation on Liability and Indemnification of Directors and Officers

Our certificate of incorporation provides that our directors and officers will be indemnified by usan amount equal to, the fullest extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our certificateaggregate, 4.5% of incorporation provides that our directorsthe gross proceeds of the Initial Public Offering, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option. As a result, the representatives of the underwriters will not be personally liable for monetary damages resulting from breachesentitled to such fee unless the Company consummates its initial business combination.

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Table of their fiduciary duty as directors, unless they violated their duty of loyaltyContents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

NOTE 7 — STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

Notwithstanding the foregoing, as set forth in our certificate of incorporation, such indemnification will not extend to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us as described elsewhere in this prospectus.

Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in accordance with the terms of such policy and insures us against our obligations to indemnify the directors and officers.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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DESCRIPTION OF SECURITIES

General

Our certificate of incorporation currently authorizes the issuance ofissue 50,000,000 shares of common stock with a par value $0.0001. As of the date of this prospectus, 2,875,000$0.0001 per share. At March 31, 2021 and December 31, 2020, there were 3,586,137 and 3,561,384 shares of common stock are issued and outstanding held by our initial stockholders, officers, directors, excluding 11,063,863 and affiliates of our management team.

Units

Each unit consists of one share11,088,616 shares of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. Nopossible redemption, respectively.

NOTE 8 — WARRANTS

Warrants — The Company will not issue fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. Each warrantThe Public Warrants will become exercisable 30 days after the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption.

The private units will be identical to the public units being offered by this prospectus except that the warrants underlying such private units will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates.

The shares of common stock and warrants comprising the units will not be separately traded until 90 days of the effective date of this prospectus unless Roth and Craig-Hallum inform us of their decision to allow earlier separate trading, but in no event will the shares of common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. The audited balance sheet will reflect proceeds we received from the exercise of the over-allotment option if such option is exercised prior to the filing of the Current Report on Form 8-K. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

Common Stock

Our holders of record of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial business combination, our insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering, including both the insider shares and any shares acquired in this offering or following this offering in the open market, in favor of the proposed business combination.

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We will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001 and if a stockholder vote is held, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

Pursuant to our certificate of incorporation, if we do not consummate our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders have agreed to waive their rights to share in any distribution with respect to their insider shares or shares underlying the private units.

Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination is completed. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

Warrants

Business Combination. No warrants are currently outstanding. Each whole warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. However, no public warrants will be exercisable for cash unless we havethe Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrantsPublic Warrants is not effective within 120 days fromfollowing the closingconsummation of our initial business combination,a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when wethe Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of our initial business combination at 5:00 p.m., New York City time.a Business Combination.

77

In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our shares of common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Price”) is below $9.20 per share, the exercise price ofOnce the warrants will be adjusted (tobecome exercisable, the nearest cent) to be equal to 115% ofCompany may redeem the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price.

We may call the outstanding warrants (excluding the warrants underlying the private units) for redemption, in whole and not in part, at a price of $0.01 per warrant:

Public Warrants:

·in whole and not in part;
at a price of $0.01 per warrant;
at any time after the warrants become exercisable,exercisable;

·upon not less than 30 days’days' prior written notice of redemption to each warrant holder,holder;

·if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders,holders; and

·if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day30-day trading period referred to above and continuing each day thereafter until the date of redemption.

F-16

Table of Contents

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.MARCH 31, 2021

(Unaudited)

If we call the warrantsCompany calls the Public Warrants for redemption, as described above, our management will have the option to require all holders that wish to exercise warrantsthe Public Warrants to do so on a “cashless basis.basis,In such event, each holder would payas described in the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.

agreement. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a sharestock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

The Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may be exercised upon surrender ofexpire worthless.

In addition, if (x) the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders ofCompany issues additional shares of common stock and any voting rights until they exercise their warrants and receive sharesor equity-linked securities for capital raising purposes in connection with the closing of common stock. After the issuancea Business Combination at an issue price or effective issue price of sharesless than $9.20 per share of common stock upon(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants each holder will be entitled to one vote for each share held of record on all mattersadjusted (to the nearest cent) to be voted on by stockholders.

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Except asequal to 115% of the Market Value and the $18.00 per share redemption trigger price described above no public warrants will be exercisable for cash and we will notadjusted (to the nearest cent) to be obligatedequal to issue shares180% of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relatingMarket Price.

The Private Warrants are identical to the shares of common stock issuable upon exercise ofPublic Warrants underlying the warrants is currentUnits sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants, and we will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, wePrivate Warrants will not be required to net cash settletransferable, assignable or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,saleable until after giving effect to such exercise, such holder would beneficially own in excess of 9.9% of the shares of common stock outstanding.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Dividends

We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. FAIR VALUE MEASUREMENTS

The paymentCompany follows the guidane in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

F-17

Table of cash dividendsContents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

    

March 31, 

    

December 31,

Description

Level

 

2021

 

2020

Assets:

 

  

 

  

 

  

Marketable securities held in Trust Account

 

1

$

115,012,821

$

115,006,613

Liabilities

 

  

 

  

 

  

Warrant liabilities – Private Placement Warrants

3

$

178,750

$

129,250

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the future willcondensed statement of operations.

The Warrants were valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completiona Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then Board of Directors. ItWarrants is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

The transfer agent for our shares of common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004.

Certain Anti-Takeover Provisions of Delaware Law and our Certificate of Incorporation and Bylaws

We will be subject to the provisions of Section 203expected volatility of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

·a stockholder who owns 10% or more of our outstanding voting stock (otherwise knowncommon stock. The expected volatility as an “interested stockholder”);

·an affiliate of an interested stockholder; or

·an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

·our Board of Directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

·after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

·on or subsequent to the date of the transaction, the business combination is approved by our Board of Directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Exclusive forum for certain lawsuits

Our amended and restated certificate of incorporation will require that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions not including claims that arise under the Securities Act or Exchange Act, may be brought only in the Court of Chancery in the State of Delaware. This provision may have the effect of discouraging lawsuits against our directors and officers.

79

Special meeting of stockholders

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our Board of Directors, by our Chief Executive Officer or by our Chairman.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meetingIPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of stockholders. Our bylaws also specify certain requirements as tosubsequent valuation dates was implied from the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholdersCompany’s own public warrant pricing.

There were 0 transfersbetween Levels 1, 2 or from making nominations for directors at our annual meeting of stockholders.

Authorized but unissued shares

Our authorized but unissued common stock is available for future issuances without stockholder approval, and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

SECURITIES ELIGIBLE FOR FUTURE SALE

Immediately after this offering, we will have 12,760,000 shares of common stock issued and outstanding, or 14,650,000 shares of common stock if the over-allotment option is exercised in full. Of these shares, the 10,000,000 shares sold in this offering, or 11,500,000 shares if the over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. All of those shares will not be transferable except in limited circumstances described elsewhere in this prospectus.

Rule 144

A person who has beneficially owned restricted shares of common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time3 during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted sharesended March 31, 2021.

F-18

Table of common stock for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

·

1% of the number of shares of common stock then issued and outstanding, which will equal 127,600 shares immediately after this offering (or 146,500 if the over-allotment option is exercised in full); and

·the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Historically, the SEC staff had taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

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·the issuer of the securities that was formerly a shell company has ceased to be a shell company;

·the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

·the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

·at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, it is likely that pursuant to Rule 144, our initial stockholders will be able to sell their insider shares freely without registration one year after we have completed our initial business combination assuming they are not an affiliate of ours at that time.

Contents

Registration RightsROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private units (and underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units (and underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, they may not exercise demand or piggyback rights after five (5) and seven (7) years, respectively, from the effective date of this offering and may not exercise demand rights on more than one occasion in respect of all registrable securities.following table provides quantitative information regarding Level 3 fair value measurements:

    

At

    

As of

December 31,

March 31,

2020

2021

Stock price

$

9.54

$

9.91

Strike price

$

11.50

$

11.50

Volatility

 

17.5%

 

19.1%

Risk-free rate

 

0.41%

 

0.94%

Probability of Business Combination occurring

 

75%

 

75%

Dividend yield

 

0.0%

 

0.0%

Fair value of warrants

$

0.94

$

1.30

UNDERWRITING (CONFLICTS OF INTEREST)

We intend to offer our securities described in this prospectus through the underwriters named below. Roth and Craig-Hallum are lead book-running managing underwriters. We have entered into an underwriting agreement with the both Roth and Craig-Hallum. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase from us the number of units listed next to its name in the following table:

UnderwriterNumber of
Units
Roth Capital Partners
Craig-Hallum Capital Group
Total10,000,000

A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Listing of our Securities

Our units, shares of common stock and warrants will be quoted on Nasdaq under the symbols “ROCCU,” “ROCC” and “ROCCW,” respectively. Our units will be listed on Nasdaq on or promptly after the effective date of the registration statement. Following the date that our shares of common stock and warrants are eligible to trade separately, we anticipate that our shares of common stock and warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee that our securities will continue to be listed on Nasdaq after this offering.

Over-allotment Option

We have granted the underwriters an option to buy up to 1,500,000 additional units. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters have 45 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional units approximately in proportion to the amounts specified in the table above.

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Commissions and Discounts

The following table showspresents the per unit and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase up to an additional 1,500,000 units.

  Per Unit  Without
Over-
allotment
  With
Over-
allotment
 
Public offering price $10.00  $100,000,000  $115,000,000 
Discount(1)(2) $0.10  $1,000,000  $1,150,000 
Proceeds before expenses (3) $9.90  $99,000,000  $113,850,000 

(1)

Includes up to $1,000,000, or $0.10 per unit, equal to 1.0% of the gross proceeds of this offering (or $1,150,000 if the underwriters’ over-allotment option is exercised in full) payable to the underwriters as underwriting discounts and commissions.

(2)We will also pay $100,000 to EarlyBirdCapital, Inc., our “qualified independent underwriter.”  We have also agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel, not to exceed $15,000.
(3)

The offering expenses are estimated at $950,000.

Business Combination Marketing Agreement

Under a business combination marketing agreement, dated as of the date of this prospectus, we have engaged Roth and Craig-Hallum as advisors in connection with our initial business combination to assist uschanges in the transaction structuring and negotiation in connection withfair value of warrant liabilities:

    

Warrant Liabilities

Fair value as of December 31, 2020

$

129,250

Change in valuation inputs or other assumptions

 

49,500

Fair value as of March 31, 2021

178,750

NOTE 10. Revision to Prior Period Financial Statements Footnote

During the business combination, holding meetings with our stockholders to discusscourse of preparing the business combination and the target’s attributes, introducing us to potential investors to purchase our securities in connection with the business combination, assisting us in obtaining stockholder approvalquarterly report on Form 10-Q for the business combination, and assisting us with financial analysis, presentations, press releases and filingsthree-month period ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the business combination. We will pay Roth and Craig-Hallum a marketing fee for such services upon the consummation of our initial business combination in an amount equal to,Company’s warrants in the aggregate, 4.5%Company’s previously issued audited balance sheet dated December 15, 2020, filed on Form 8-K on December 21, 2020 (the “Post-IPO Balance Sheet”) and its Annual Report, filed on Form 10-K on March 29, 2021.

On April 12, 2021, the staff of the gross proceeds of this offering, including any proceeds fromSecurities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the full or partial exercise ofSEC Staff Statement, the underwriters’ over-allotment option. As a result, RothSEC Staff expressed its view that certain terms and Craig-Hallum will notconditions common to SPAC warrants may require the warrants to be entitledclassified as liabilities on the SPAC’s balance sheet as opposed to such fee unless we consummate our initial business combination. A copy ofequity. Since their issuance on December 15, 2020, the form of business combination marketing agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Pricing of Securities

WeCompany’s Private Placement warrants have been advised byaccounted for as equity within the joint representatives of the underwriters that the underwriters propose to offer the units to the public at the offering price set forth on the cover page of this prospectus.

Prior to this offering there has been no public market for any of our securities. The public offering price of the unitsCompany’s previously reported balance sheets. After discussion and the terms of the warrants were negotiated between us and the joint representatives of the underwriters. Factors considered in determining the prices and terms of the units,evaluation, including the shares of common stock and warrants underlying the units, include:

·the history and prospects of companies whose principal business is the acquisition of other companies;

·prior offerings of those companies;

·our prospects for acquiring an operating business at attractive values;

·our capital structure;

·the per share amount of net proceeds being placed into the trust account;

·an assessment of our management and their experience in identifying operating companies;

·general conditions of the securities markets at the time of the offering; and

·other factors as were deemed relevant.

However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

Regulatory Restrictions on Purchase of Securities

Rules of the SEC may limit the ability of the underwriters to bid for or purchase our units before the distribution of the units is completed. However, the underwriters may engage in the following activities in accordance with the rules:

82

·Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of preventing or retarding a decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $10.00 and the underwriters comply with all other applicable rules.

·Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus up to the amount of the over-allotment option. This is known as a covered short position. The underwriters may also create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus and the units allowed by the over-allotment option. This is known as a naked short position. If the underwriters create a short position during the offering, the joint representatives of the underwriters may engage in syndicate covering transactions by purchasing our units in the open market. The joint representatives of the underwriters may also elect to reduce any short position by exercising all or part of the over-allotment option. Determining what method to use in reducing the short position depends on how the units trade in the aftermarket following the offering. If the unit price drops following the offering, the short position is usually covered with shares purchased by the underwriters in the aftermarket. However, the underwriters may cover a short position by exercising the over-allotment option even if the unit price drops following the offering. If the unit price rises after the offering, then the over-allotment option is used to cover the short position. If the short position is more than the over-allotment option, the naked short must be covered by purchases in the aftermarket, which could be at prices above the offering price.

·Penalty Bids. The joint representatives of the underwriters may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

Stabilization and syndicate covering transactions may cause the price of our securities to be higher than they would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the prices of our securities if it discourages resales of our securities.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may occur on Nasdaq, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Conflicts of Interest

Certain of our officers and directors are affiliates of Roth and Craig-Hallum, the lead bookrunning managers in this offering. As a result, Roth and Craig-Hallum are deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“Rule 5121”).

Accordingly, this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a “qualified independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. EarlyBirdCapital, Inc. has agreed to act as a “qualified independent underwriter” for this offering. EarlyBirdCapital, Inc. will receive a fee of $100,000 upon the completion of this offering for acting as a qualified independent underwriter. We have agreed to indemnify EarlyBirdCapital, Inc. against certain liabilities incurred in connection with acting as a “qualified independent underwriter,” including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder.

Other Terms

Except as set forth above, including with respect to the business combination marketing agreement, we are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any of the underwriters may, among other things, introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future. If any underwriter provides services to us after this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such services will be paid to the underwriter prior to the date which is 90 days after the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with this offering.

Our stockholders prior to this offering have committed to purchase from us an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) private units at $10.00 per private unit (for a total purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full)), of which 238,163 (or 251,903 if the over-allotment option is exercised in full) are to be purchased by the underwriters or affiliates of the underwriters, and of which 21,837 (or 23,097 if the over-allotment option is exercised in full) are intended to be purchased by our independent directors. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. The private units, and the shares that are issuable upon exercise of the warrants underlying the private units have been deemed compensation by FINRA and are therefore subject to a 360-day lock-up pursuant to Rule 5110(e) of the FINRA Manual commencing on the effective date of the registration statement of which this prospectus forms a part. Pursuant to FINRA Rule 5110(e), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the registration statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. We have granted the holders of private units the registration rights as described under the section “Shares Eligible for Future Sale — Registration Rights.”

83

Indemnification

We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in this respect.

LEGAL MATTERS

Loeb & Loeb LLP is acting as counsel in connection with the registration of our securities under the Securities Act and will pass on the validity of the securities offered in the prospectus. Graubard Miller is acting as counsel for the underwriters in this offering.

EXPERTS

The financial statements of Roth CH Acquisition II Co. as of December 31, 2019 and for the period from February 13, 2019 (inception) through December 31, 2019 appearing in this prospectus have been audited by Marcum LLP,Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the Private Placement warrants should be presented as set forth in their report, thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Roth CH Acquisition II Co. to continueliabilities with subsequent fair value remeasurement.

The Private Placement warrants were reflected as a going concerncomponent of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of Financial Accounting Standards Board ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for warrants issued on December 15, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period.

F-19

Table of Contents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet or the Annual Report for the year ended December 31, 2020, and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet and its Annual Report for the year ended December 31, 2020 is as follows:

As

Previously

As

    

Reported

    

Adjustments

    

Revised

Balance sheet as of December 15, 2020 (audited)

 

  

 

  

 

  

Warrant Liabilities

$

$

111,375

$

111,375

Common Stock Subject to Possible Redemption

 

111,117,520

 

(111,375)

 

111,006,145

Common Stock

 

355

 

1

 

356

Additional Paid-in Capital

 

5,002,148

 

477

 

5,002,625

Accumulated Deficit

 

(2,500)

 

(478)

 

(2,978)

Balance sheet as of December 31, 2020 (audited)

 

  

 

  

 

  

Warrant Liabilities

$

$

129,250

$

129,250

Common Stock Subject to Possible Redemption

 

111,015,410

 

(129,250)

 

110,886,160

Common Stock

 

355

 

2

 

357

Additional Paid-in Capital

 

5,104,258

 

18,351

 

5,122,609

Accumulated Deficit

 

(104,610)

 

(18,353)

 

(122,963)

Year ended December 31, 2020 (audited)

 

  

 

  

 

  

Change in fair value of warrant liabilities

$

$

(17,875)

$

(17,875)

Initial public offering costs allocated to warrant liabilities

 

 

(478)

 

(478)

Net loss

 

(103,385)

 

(18,353)

 

(121,738)

Cash Flow Statement for the Year ended December 31, 2020 (audited)

 

  

 

  

 

  

Net loss

$

(103,385)

$

(18,353)

$

(121,738)

Change in fair value of warrant liabilities

 

 

17,875

 

17,875

Initial public offering costs allocated to warrant liabilities

 

 

478

 

478

Initial classification of warrant liabilities

 

 

111,375

 

111,375

Initial classification of common stock subject to possible redemption

 

111,117,520

 

(111,375)

 

111,006,145

Change in value of common stock subject to possible redemption

 

(102,110)

 

(17,875)

 

(119,985)

Statement of Changes in Stockholders’ Equity for the Year ended December 31, 2020 (audited)

Sale of 275,000 private units

$

2,750,000

$

(111,375)

$

2,638,625

Common stock Subject to Possible Redemption

111,015,410

(129,250)

110,886,160

Net Loss

(103,385)

(18,353)

(121,738)

F-20

Table of Contents

ROTH CH ACQUISITION II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described in Note 19 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On April 14, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Roth CH II Merger SubCorp. (“Merger Sub”) and Reservoir Holdings, Inc. (“Reservoir”). Pursuant to the financial statements)terms of the Merger Agreement, the business combination (the “Business Combination”) between the Company and Reservoir will be effected through the merger of Merger Sub with and into Reservoir (the “Merger”), appearing elsewhere in this prospectus,with Reservoir surviving the Merger as a wholly owned subsidiary of the Company. The Business Combination is subject to customary conditions to closing, including receipt of approval of the Company’s stockholders and are included in reliance onthe concurrent closing of a $150 million private placement of the Company’s common stock to certain institutional and accredited investors. There can be no assurance that such report givenconditions will be satisfied or that the Business Combination will be consummated on the authorityterms contemplated by the Merger Agreement.

F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offeringBoard of our securities. Although this prospectus, which forms a partDirectors of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

84

Roth CH Acquisition II Co.

INDEX TO FINANCIAL STATEMENTS

PAGE
Report of Independent Registered Public Accounting FirmF-2
Balance SheetsF-3
Statements of OperationsF-4
Statements of Changes in Stockholders’ EquityF-5
Statements of Cash FlowsF-6
Notes to Financial StatementsF-7


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of
Roth CH Acquisition II Co.

Opinion on the Financial Statements

We have audited the accompanying balance sheetsheets of Roth CH Acquisition II Co. (formerly known as Roth Acquisition I Co.) (the “Company”) as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders’ equity and cash flows for each of the year ended December 31, 2020 and for the period from February 13, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the period from February 13, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements. The Company had a working capital deficit as of December 31, 2019 and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Notes 1 and 3. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditaudits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.
New York,

Melville, NY
September 11, 2020

March 29, 2021


F-22

ROTH CH ACQUISITION II CO.

BALANCE SHEETS

    

December 31, 

2020

2019

ASSETS

 

  

 

  

Current assets

 

  

 

  

Cash

$

696,567

$

25,000

Prepaid expenses

 

395,887

 

Total Current Assets

 

1,092,454

 

25,000

Cash and marketable securities held in Trust Account

 

115,006,613

 

TOTAL ASSETS

$

116,099,067

$

25,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities

 

  

 

  

Accrued expenses

$

83,654

$

1,225

TOTAL LIABILITIES

 

83,654

 

1,225

Commitments and Contingencies (see Note 6)

 

  

 

  

Common stock subject to possible redemption 11,101,541 shares at redemption value

 

111,015,410

 

Stockholders’ Equity

 

  

 

  

Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,548,459 and 2,875,000 shares issued and outstanding (excluding 11,101,541 shares subject to possible redemption) at December 31, 2020 and 2019, respectively

 

355

 

288

Additional paid-in capital

 

5,104,258

 

24,712

Accumulated deficit

 

(104,610)

 

(1,225)

Total Stockholders’ Equity

 

5,000,003

 

23,775

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

116,099,067

$

25,000

  September 30,
2020
  December 31, 2019 
  (unaudited)  (audited) 
ASSETS        
Current asset – cash $176,170  $25,000 
Deferred offering costs  75,085    
TOTAL ASSETS $251,255  $25,000 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities        
Accrued expenses $1,000  $1,225 
Accrued offering costs  27,500    
Promissory note – related party  200,000    
Total Current Liabilities  228,500   1,225 
         
Commitments        
         
Stockholders’ Equity        
Common stock, $0.0001 par value; 50,000,000 shares authorized; 2,875,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019 (1)  288   288 
Additional paid-in capital  24,712   24,712 
Accumulated deficit  (2,245)  (1,225)
Total Stockholders’ Equity  22,755   23,775 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $251,255  $25,000 

(1)Includes up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these financial statements.


F-23

ROTH CH ACQUISITION II CO.

STATEMENTS OF OPERATIONS

    

    

For the Period 

 from

Year Ended 

February 13, 2019 

December 31, 

(inception) through 

2020

December 31, 2019

Formation and operational costs

$

109,998

$

1,225

Loss from operations

 

(109,998)

 

(1,225)

Other income:

 

  

Interest earned on marketable securities held in Trust Account

 

5,785

 

Unrealized gain on marketable securities held in Trust Account

 

828

 

Other income

 

6,613

 

Net loss

$

(103,385)

$

(1,225)

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

 

11,111,752

 

Basic and diluted net loss per share, Common stock subject to possible redemption

$

0.00

$

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

 

2,545,512

 

2,500,000

Basic and diluted net loss per share, Non-redeemable common stock

$

(0.04)

$

(0.00)

  

Nine Months Ended

September 30,

  

For the Period from February 13, 2019 (Inception) Through

September 30,

  

For the Period
from February 13,
2019
(Inception)
Through

December 31,

 
  2020  2019  2019 
  (unaudited)  (unaudited)  (audited) 
Formation and operating costs $1,020  $1,000  $1,225 
Net Loss $(1,020) $(1,000) $(1,225)
             
Weighted average shares outstanding, basic and diluted (1)  2,500,000   2,500,000   2,500,000 
             
Basic and diluted net loss per common share $(0.00) $(0.00) $(0.00)

(1)Excludes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these financial statements.


F-24

ROTH CH ACQUISITION II CO.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Total

Common Stock

Additional

Accumulated

Stockholders'

    

Shares

    

Amount

    

Paid-in Deficit

    

Deficit

    

Equity

Balance – February 13, 2019 (inception)

 

0

$

0

$

0

$

0

$

0

Issuance of common stock to Sponsor

 

2,875,000

 

288

 

24,712

 

 

25,000

Net loss

 

 

 

 

(1,225)

 

(1,225)

Balance – December 31, 2019

 

2,875,000

 

288

 

24,712

 

(1,225)

 

23,775

Sale of 11,500,000 Units, net of underwriting discount and offering expenses

 

11,500,000

 

1,150

 

113,343,873

 

 

113,345,023

Sale of 275,000 Private Units

 

275,000

 

28

 

2,749,972

 

 

2,750,000

Common stock subject to possible redemption

 

(11,101,541)

 

(1,111)

 

(111,014,299)

 

 

(111,015,410)

Net loss

 

 

 

 

(103,385)

 

(103,385)

Balance – December 31, 2020

 

3,548,459

$

355

$

5,104,258

$

(104,610)

$

5,000,003

  Common Stock  Additional
Paid-in
Capital
  Accumulated
Deficit
  Total
Stockholders’
Equity
 
  Shares  Amount          
Balance – February 13, 2019 (inception)    $  $  $  $ 
Issuance of common stock to Initial Stockholders (1)  2,875,000   288   24,712      25,000 
                     
Net loss           (1,000)  (1,000)
Balance – September 30, 2019 (Unaudited)  2,875,000   288   24,712   (1,000)  24,000
                     
Net loss           (225)  (225)
Balance – December 31, 2019  2,875,000   288   24,712   (1,225)  23,775 
                     
Net loss           (1,020)  (1,020)
Balance – September 30, 2020 (unaudited)  2,875,000  $288  $24,712  $(2,245) $22,755 

(1)Includes 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these financial statements.

F-25


ROTH CH ACQUISITION II CO.

STATEMENTS OF CASH FLOWS

    

    

For the Period

from

Year Ended

 February 13, 2019

December 31, 

 (inception) through

2020

December 31, 2019

Cash Flows from Operating Activities:

 

  

 

  

Net loss

$

(103,385)

$

(1,225)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

Interest earned on marketable securities held in Trust Account

 

(5,785)

 

Unrealized gain on marketable securities held in Trust Account

 

(828)

 

Changes in operating assets and liabilities:

 

  

 

  

Prepaid expenses

 

(395,887)

 

Accrued expenses

 

82,429

 

1,225

Net cash used in operating activities

 

(423,456)

 

Cash Flows from Investing Activities:

 

  

 

  

Investment of cash in Trust Account

 

(115,000,000)

 

Net cash used in investing activities

 

(115,000,000)

 

Cash Flows from Financing Activities:

 

  

 

  

Proceeds from issuance of common stock to Sponsor

 

 

25,000

Proceeds from sale of Units, net of underwriting discounts paid

 

113,850,000

 

Proceeds from sale of Private Units

 

2,750,000

 

Proceeds from promissory note – related party

 

200,000

 

Repayment of promissory note – related party

 

(200,000)

 

Payment of offering costs

 

(504,977)

 

Net cash provided by financing activities

 

116,095,023

25,000

Net Change in Cash

 

671,567

25,000

Cash – Beginning of period

 

25,000

Cash – End of period

$

696,567

$

25,000

Non-Cash investing and financing activities:

 

  

 

  

Initial classification of common stock subject to possible redemption

 $

111,117,520

$

Change in value of common stock subject to possible redemption

 $

(102,110)

 $

  

Nine Months Ended

September 30,

  

For the Period from February 13, 2019 (Inception) Through

September 30,

  

For the Period from February 13, 2019 (Inception) Through

December 31,

 
  2020  2019  2019 
  (unaudited)  (unaudited)  (audited) 
Cash Flows from Operating Activities:            
Net loss $(1,020) $(1,000) $(1,225)
Adjustments to reconcile net loss to net cash used in operating activities:            
Changes in operating assets and liabilities:            
Accrued expenses  (225)  1,000   1,225 
Net cash used in operating activities  (1,245)      
             
Cash Flows from Financing Activities:            
Proceeds from sale of common stock to Initial Stockholders     25,000   25,000 
Proceeds from promissory note – related party  200,000       
Payment of offering costs  (47,585)      
Net cash provided by operating activities  152,415   25,000   25,000 
             
Net Change in Cash  151,170   25,000   25,000 
Cash – Beginning  25,000       
Cash – Ending $176,170  $25,000  $25,000 
             
Non-cash investing and financing activities:            
Deferred offering costs included in accrued offering costs $27,500  $  $ 

The accompanying notes are an integral part of these financial statements.


F-26

ROTH CH ACQUISITION II CO.
NOTES TO FINANCIAL STATEMENTS

NoteNOTE 1 — Description of Organization and Business Operations

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Roth CH Acquisition II Co. (formerly known as Roth Acquisition I Co.) (the “Company”) was incorporated in Delaware on February 13, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30,December 31, 2020, the Company had not commenced any operations. All activity for the period from February 13, 2019 (inception) through September 30,December 31, 2020 relates to the Company’s formation and the proposed initial public offering (“ProposedInitial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the ProposedInitial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a ProposedInitial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 10,000,00011,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered,sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, (or 11,500,000 units if the underwriters’ over-allotment option is exercised in full),generating gross proceeds of $115,000,000, which is discusseddescribed in Note 3, and3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 260,000 units (or 275,000 units if the underwriters’ over-allotment option is exercised in full) (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain of the Company’s stockholders, priorgenerating gross proceeds of $2,750,000, which is described in Note 4.

Transaction costs amounted to $1,654,977 consisting of $1,150,000 of underwriting fees, and $504,977 of other offering costs.

Following the offeringclosing of the Initial Public Offering on December 15, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and will be held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that will close simultaneously withholds itself out as a money market fund selected by the Proposed Public Offering.

Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the ProposedInitial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Units, will be held in a trust account (“Trust Account”), located in the United States and will be held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public

F-27

Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the ProposedInitial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the ProposedInitial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of how or whether they vote on the proposed transaction or don’t vote at all.


ROTH CH ACQUISITION II CO.
NOTES TO FINANCIAL STATEMENTS

The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until 24 months from the closing of the Proposed Public OfferingDecember 15, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the ProposedInitial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the ProposedInitial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who

F-28

executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of ProposedInitial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Initial Stockholders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Going Concern Consideration

At September 30, 2020,Management continues to evaluate the Company had cashimpact of $176,170the COVID-19 pandemic and working capital deficit of $52,330. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt aboutconcluded that while it is reasonably possible that the virus could have a negative effect on the Company’s ability to continuefinancial position and/or search for a target company, the specific impact is not readily determinable as a going concern within one year afterof the date thatof the financial statements are issued. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NoteNOTE 2 — Summary of Significant Accounting PoliciesSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.


ROTH CH ACQUISITION II CO.
NOTES TO FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

F-29

and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not0t have any cash equivalents as of September 30,December 31, 2020 and 2019.

Marketable Securities Held in Trust Account

December 31, 2019.2020 substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

Common Stock Subject to Possible Redemption

Deferred Offering Costs

Deferred offering costs consistThe Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of legal, accounting andthe holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other costs incurred through the balance sheet datetimes, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are directly relatedconsidered to be outside of the Proposed Public OfferingCompany’s control and that will be chargedsubject to occurrence of uncertain future events. Accordingly, at December 31, 2020, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity upon the completionsection of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.Company’s balance sheets.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no0 unrecognized tax benefits and no0 amounts accrued for interest and penalties as of September 30,December 31, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The provisionCARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net

F-30

operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes was deemed to be de minimis forand (iv) enhancing the periods ended September 30, 2020recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and 2019 and forcapitalization of all costs, the period from February 13, 2019 (inception) through December 31, 2019.CARES Act did not have an impact on the financial statements.

Net Income (Loss) per Common Share

Net Loss Per Common Share

Net lossincome (loss) per share is computed by dividing net lossincome (loss) by the weighted averageweighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weightedforfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that arewere subject to forfeiture if the over-allotment option iswas not exercised by the underwriters (see Note 5)7). At September 30, 2020The Company has not considered the effect of the warrants sold in the Initial Public Offering and 2019,private placement to purchase an aggregate of 5,887,500 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and December 31, 2019,diluted, for Common stock subject to possible redemption is calculated by dividing the Company did not have any dilutiveproportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and other contracts that could, potentially, be exercisedincome taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or converted intoloss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock and then shareas these shares do not have any redemption features. Non-redeemable common stock participates in the earningsincome or loss on marketable securities based on non-redeemable shares’ proportionate interest.

F-31

The following table reflects the Company. As a result,calculation of basic and diluted lossnet income (loss) per common share (in dollars, except per share is the same as basic loss per share for the periods presented.amounts):


For the Period 

from

February 13, 2019

Year Ended

(inception) 

December 31,

through

    

2020

    

December 31, 2019

Common stock subject to possible redemption

 

 

 

 

Numerator: Earnings allocable to Common stock subject to possible redemption

 

 

 

Interest earned on marketable securities held in Trust Account

 

$

5,785

$

Unrealized gain on marketable securities held in Trust Account

 

828

 

Less: interest available to be withdrawn for payment of taxes

 

(6,613)

 

Net income

$

$

Denominator: Weighted Average Common stock subject to possible redemption

 

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

 

11,111,752

 

Basic and diluted net income per share, Common stock subject to possible redemption

$

0.00

$

Non-Redeemable Common Stock

 

Numerator: Net Loss minus Net Earnings

 

Net loss

$

(103,385)

$

(1,225)

Net income allocable to Common stock subject to possible redemption

 

 

Non-Redeemable Net Loss

$

(103,385)

$

(1,225)

Denominator: Weighted Average Non-redeemable common stock

 

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

 

2,545,512

 

2,500,000

Basic and diluted net loss per share, Non-redeemable common stock

$

(0.04)

$

(0.00)

ROTH CH ACQUISITION II CO.
NOTES TO FINANCIAL STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2020 and December 31, 2019, The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NoteNOTE 3 — Public Offering

PUBLIC OFFERING

Pursuant to the ProposedInitial Public Offering, the Company intends to offer for sale 10,000,000 Units (orsold 11,500,000 Units, ifwhich includes a full exercise by the underwriters of their over-allotment option is exercised in full)the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit will consistconsists of one1 share of common stock and one-halfone-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitleentitles the holder to purchase one1 share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

F-32

NOTE 4 — Private PlacementPRIVATE PLACEMENT

TheSimultaneously with the closing of the Initial Public Offering, the Initial Stockholders will enter into an agreement to purchasepurchased an aggregate of 260,000 Private Units (or 275,000 Private Units if the over-allotment option is exercised in full) at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,600,000, or $2,750,000, if the over-allotment option is exercised in full, in a private placement that will occur simultaneously with the closing of the Proposed Public Offering.placement. Each Private Unit will consistconsists of one1 share of common stock (“Private Share”) and one-half of one redeemable warrant (“Private Warrant”). Each whole Private Warrant will entitleentitles the holder to purchase one1 share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 7). The proceeds from the Private Units will bewere added to the proceeds from the ProposedInitial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

NoteNOTE 5 — Related Party TransactionsRELATED PARTY TRANSACTIONS

Founder Shares

In February 2019, the Initial Stockholders purchased an aggregate of 100 shares of the Company’s common stock for an aggregate price of $25,000. On June 29, 2020, the Company effected a stock dividend of 43,125 shares of common stock for each share of common stock outstanding, resulting in an aggregate of 4,312,500 shares of common stock being held by the Initial Stockholders. On August 31, 2020, the Initial Stockholders transferred back to the Company 1,437,500 shares of common stock, for nominal consideration, which shares were cancelled, resulting in there being an aggregate of 2,875,000 shares of common stock outstanding and being held by the Initial Stockholders (the “Founder Shares”) (see Note 8). That same day, CHLM Sponsor-1 LLC, an entity affiliated with Craig-Hallum Capital Group LLC, and certain of the Company'sCompany’s directors, officers and affiliates of the Company'sCompany’s management team purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares for an aggregate purchase price of $6,485.56.$6,486. All share and per-share amounts have been retroactively restated to reflect the stock dividend and cancellation. The FounderFounder’s Shares includeincluded an aggregate of up to 375,000 shares subject to forfeiture by the Initial StockholdersSponsor to the extent that the underwriters’ over-allotment iswas not exercised in full or in part, so that the Initial Stockholders willSponsor would collectively own 20% of the Company’s issued and outstanding shares after the ProposedInitial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Public Offering and excluding(excluding the Private Shares)Shares underlying the Private Securities).


ROTH CH ACQUISITION II CO.
NOTES TO FINANCIAL STATEMENTS

As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note  Related Party

On August 23, 2020, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of the ProposedInitial Public Offering or (ii) the date on which the Company determines not to proceed with the ProposedInitial Public Offering. As of September 30, 2020, there was $200,000The outstanding balance under the Promissory Note.Note of $200,000 was repaid at the closing of the Initial Public Offering on December 15, 2020.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the

F-33

Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest.

NoteNOTE 6 — CommitmentsCOMMITMENTS AND CONTINGENCIES

Registration Rights

ThePursuant to a registration rights agreement entered into on December 10, 2020, the holders of the Founder Shares, as well as the holders of the Private Units (and underlying securities) and any securities issued to the Initial Stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the Proposed Public Offering.rights. The holders of a majority of these securities are entitled to make up to two2 demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the Company may not exercise demand or piggyback rights after five (5) and seven (7) years, respectively, from the effective date of the ProposedInitial Public Offering and may not exercise demand rights on more than one occasion in respect of all registrable securities.

Underwriting Agreement

The Company will grant the underwriters a 45-day option from the date of Proposed Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.

The underwriters will be entitled towere paid a cash underwriting discount of 1.00% of the gross proceeds of the ProposedInitial Public Offering, or $1,000,000 (or up to $1,150,000 if the underwriters’ over-allotment is exercised in full).$1,150,000.

Business Combination Marketing Agreement

At the closing of the Proposed Public Offering, theThe Company will enterentered into a business combination marketing agreement with the representatives of the underwriters as advisors in connection with a Business Combination. The Company will pay the representatives of the underwriters a marketing fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 4.5% of the gross proceeds of the ProposedInitial Public Offering, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option. As a result, the representatives of the underwriters will not be entitled to such fee unless the Company consummates its initial business combination.

NoteNOTE 7 — Stockholders’ EquitySTOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. At September 30,December 31, 2020 and December 31, 2019, there were 3,548,459 and 2,875,000 shares of common stock issued and outstanding, excluding 11,101,541 and 0 shares of which an aggregate of up to 375,000 shares arecommon stock subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Private Shares).possible redemption, respectively.


ROTH CH ACQUISITION II CO.
NOTES TO FINANCIAL STATEMENTS

Warrants— The Company will not issue fractional warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an

F-34

effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of a Business Combination.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

·in whole and not in part;
·at a price of $0.01 per warrant;
·at any time after the warrants become exercisable;
·upon not less than 30 days’ prior written notice of redemption to each warrant holder;
·if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
·if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price.

The Private Warrants will beare identical to the Public Warrants underlying the Units being sold in the ProposedInitial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private

F-35

Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NoteNOTE 8 — Subsequent EventsINCOME TAX

The Company’s net deferred tax assets are as follows:

December 31, 

December 31, 

    

2020

    

2019

Deferred tax assets

 

 

Net operating loss carryforward

 

$

17,142

 

$

257

Unrealized gain on marketable securities

 

(1,389)

 

Startup and organizational costs

 

6,215

 

Total deferred tax assets

 

21,968

 

257

Valuation Allowance

 

(21,968)

 

(257)

Deferred tax assets

$

$

The income tax provision consists of the following:

December 31, 

December 31, 

    

2020

    

2019

Federal

 

 

Current

$

$

Deferred

 

(21,711)

 

(257)

State and Local

 

 

Current

 

 

Deferred

 

 

Change in valuation allowance

 

21,711

 

257

Income tax provision

$

$

As of December 31, 2020 and 2019, the Company had $104,610 and $1,225, respectively of U.S. federal net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the change in the valuation allowance was $21,711.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

    

December 31, 

    

December 31, 

 

2020

2019

 

Statutory federal income tax rate

 

21.0

%  

21.0

%

State taxes, net of federal tax benefit

 

0.0

%  

0.0

%

Meals and entertainment

 

0.0

%  

0.0

%

Valuation allowance

 

(21.0)

 

(21.0)

Income tax provision

 

0.0

%  

0.0

%

F-36

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers California to be a significant state tax jurisdiction.

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

    

December 31, 

Description

Level

2020

Assets:

Cash and marketable securities held in Trust Account

 

1

 

$

115,006,613

F-37

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 24, 2020,the date that the interim financial statements were available to be issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 15, 2021, the Company entered into a mutually exclusive non-binding letter of intent (the “Letter of Intent”) with a target company (“Target Company”) for a potential business combination which would qualify as its initial business combination (the “Business Combination”).


Under the terms of the Letter of Intent, the Company and Target Company intend to enter into a definitive agreement pursuant to which the Company and Target Company would combine, with the former equity holders of both entities (following the completion of the Business Combination) holding equity in the combined publicly listed company. The completion of the Business Combination is subject to the completion of due diligence to the Company’s satisfaction, the negotiation and execution of definitive documentation and satisfaction of the conditions contained therein, including (i) completion of any required stock exchange and regulatory review and (ii) approval of the transaction by the Company’s stockholders and the Target Company’s stockholders. Accordingly, no assurances can be made by either party that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated.

Until [·],

F-38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Reservoir Holdings Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Reservoir Holdings Inc. and subsidiaries (the “Company”) as of March 31, 2021 and 2020, (25 days afterand the daterelated consolidated statements of this prospectus),income, comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended March 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all dealers that buy, sell or tradematerial respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our shares of common stock, whether or not participating in this offering, may beaudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters andbe independent with respect to their unsold allotments or subscriptions.

No dealer, salesperson or any other person is authorized to give any information or make any representationsthe Company in connectionaccordance with this offering other than those contained in this prospectusthe U.S. federal securities laws and if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitationapplicable rules and regulations of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

The information in this preliminary 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 prospectusand the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an offeraudit of its internal control over financial reporting. As part of our audits, we are required to sell these securitiesobtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

New York, New York

June 25, 2021

We have served as the Company’s auditor since 2021.

F-39

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Expressed in U.S. dollars)

March 31,

March 31,

    

2021

    

2020

$

$

Revenues

81,777,789

 

63,238,672

Costs and expenses:

  

 

  

Cost of revenue

32,991,979

 

27,305,489

Amortization and depreciation

14,128,604

 

8,423,197

Administration expenses

14,986,085

 

12,032,673

Total costs and expenses

62,106,668

47,761,359

Operating income

19,671,121

 

15,477,313

Interest expense

(8,972,100)

 

(6,463,381)

(Loss) gain on foreign exchange

(910,799)

 

30,700

Gain (loss) on fair value of swaps

2,988,322

 

(5,555,702)

Interest and other income

13,243

 

76,894

Gain on retirement of RMM Issuer debt

 

10,644,084

Income before income taxes

12,789,787

 

14,209,908

Income tax expense

2,454,153

 

4,199,141

Net income

10,335,634

 

10,010,767

Net (income) loss attributable to noncontrolling interests

(46,673)

 

47,027

Net income attributable to Reservoir Holdings Inc.

10,288,961

 

10,057,794

Earnings per common share (Note 14):

  

 

  

Basic

$

45.29

 

$

51.38

Diluted

$

45.29

 

$

51.38

Weighted average common shares outstanding (Note 14):

  

 

  

Basic

144,698

 

128,875

Diluted

227,198

 

195,740

See accompanying notes to the consolidated financial statements.

F-40

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in U.S. dollars)

    

March 31, 2021

March 31, 2020

$

$

Net income

10,335,634

 

10,010,767

Other comprehensive loss:

  

 

  

Translation adjustments

6,481,973

 

(1,981,753)

Total comprehensive income

16,817,607

 

8,029,014

Comprehensive (income) loss attributable to noncontrolling interests

(46,673)

 

47,027

Total comprehensive income attributable to Reservoir Holdings, Inc.

16,770,934

 

8,076,041

See accompanying notes to the consolidated financial statements.

F-41

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

March 31, 2021

March 31, 2020

    

$

    

$

Assets

  

  

Current assets

  

  

Cash and cash equivalents

9,209,920

58,240,123

Accounts receivable

15,813,384

9,745,206

Amounts due from related parties (Note 11)

5,671

Current portion of royalty advances

12,840,855

13,845,419

Inventory and prepaid expenses

1,406,379

431,029

Total current assets

39,270,538

82,267,448

Intangible assets, net

393,238,010

285,109,108

Investment in equity affiliates

1,591,179

1,498,399

Royalty advances, net of current portion

28,741,225

26,418,020

Property, plant and equipment, net

321,766

602,976

Other assets

781,735

695,252

Total assets

463,944,453

396,591,203

Liabilities

  

  

Current liabilities

  

  

Accounts payable and accrued liabilities

3,316,768

876,144

Royalties payable

14,656,566

12,169,249

Accrued payroll

1,634,852

1,532,047

Deferred revenue

1,337,987

473,022

Other current liabilities

2,615,488

7,089,780

Amounts due to related parties (Note 11)

290,172

Current portion of loans and secured notes payable

1,000,000

1,000,000

Income taxes payable

533,495

297,112

Total current liabilities

25,385,328

23,437,354

Loans and secured notes payable

211,531,875

171,785,432

Deferred income taxes

19,735,537

16,415,239

Fair value of swaps

4,566,537

7,554,859

Other liabilities

6,739,971

6,306,430

Total liabilities

267,959,248

225,499,314

Contingencies and commitments (Note 16)

  

  

Shareholders’ Equity

  

  

Preferred stock, $0.00001 par value 500,000 shares authorized; 82,500 shares issued and outstanding at March 31, 2021 and 2020

81,632,500

81,632,500

Common stock, $0.00001 par value; 1,000,000 shares authorized, 145,560 shares issued and outstanding at March 31, 2021; and 140,227 shares issued and outstanding at March 31, 2020

1

1

Additional paid-in capital

110,499,153

102,423,444

Retained earnings (accumulated deficit)

751,496

(9,537,465)

Accumulated other comprehensive income (loss)

2,096,358

(4,385,615)

Total Reservoir Holdings Inc. shareholders’ equity

194,979,508

170,132,865

Noncontrolling interest

1,005,697

959,024

Total shareholders’ equity

195,985,205

171,091,889

Total liabilities and shareholders’ equity

463,944,453

396,591,203

See accompanying notes to the consolidated financial statements.

F-42

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Expressed in U.S. dollars, except share amounts)

Accumulated

 

Retained

other

 

Additional

earnings

comprehensive

 

Preferred Stock

Common Stock

Paid-In

(Accumulated

income

Noncontrolling

Shareholders’

 

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

deficit)

    

(loss)

    

interest

    

equity

    

 

$

$

$

$

$

$

$

Balance, March 31, 2019

125,227

1

104,250,000

(19,595,259)

(2,403,862)

82,250,880

Common share dividend

(16,875,000)

(16,875,000)

Issuance of preferred shares

82,500

81,632,500

81,632,500

Issuance of common shares

15,000

14,957,500

14,957,500

Share-based compensation

90,944

90,944

Net income (loss)

10,057,794

(47,027)

10,010,767

Other comprehensive loss

(1,981,753)

(1,981,753)

Acquisition of noncontrolling interests

1,006,051

1,006,051

Balance, March 31, 2020

82,500

81,632,500

140,227

1

102,423,444

(9,537,465)

(4,385,615)

959,024

171,091,889

Issuance of common shares

5,333

7,973,009

7,973,009

Share-based compensation

102,700

102,700

Net income (loss)

10,288,961

46,673

10,335,634

Other comprehensive income

6,481,973

6,481,973

Balance, March 31, 2021

82,500

81,632,500

145,560

1

110,499,153

751,496

2,096,358

1,005,697

195,985,205

See accompanying notes to the consolidated financial statements.

F-43

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

    

March 31, 2021

    

March 31, 2020

$

$

Cash flows from operating activities

  

 

  

Net income

10,335,634

 

10,010,767

Adjustments to reconcile net income to net cash provided by operating activities:

  

 

  

Amortization of intangible assets

13,906,199

 

8,250,305

Depreciation of property, plant and equipment

222,405

 

172,892

Share-based compensation

102,700

 

90,944

Gain on retirement of RMM Issuer debt

 

(10,644,084)

Non-cash interest charges

795,212

 

674,331

(Gain) loss on fair value of derivative instruments

(2,988,322)

 

5,555,703

Share of earnings of equity affiliates, net of tax

(7,089)

 

4,407

Deferred income tax

2,080,622

 

3,651,234

Changes in operating assets and liabilities:

  

 

  

Accounts receivable

(6,068,178)

 

(532,805)

Inventory and prepaid expenses

(975,350)

 

(203,929)

Royalty advances

(1,318,641)

 

(6,912,500)

Other assets

138,706

 

(103,595)

Accounts payable and accrued expenses

(213,335)

 

1,684,961

Income tax payable

236,383

 

182,911

Net cash provided by operating activities

16,246,946

 

11,881,542

Cash flows from investing activities:

  

 

  

Purchases of music catalogs

(119,966,806)

 

(106,841,628)

Business combination and investment in equity affiliate

(13,366)

 

(380,417)

Increase (decrease) in deferred music composition acquisition costs

(86,483)

 

(54,386)

Purchase of property, plant and equipment

(79,901)

 

(529,950)

Net cash used for investing activities

(120,146,556)

 

(107,806,381)

Cash flows from financing activities:

  

 

  

Common stock dividend paid

 

(16,875,000)

Issuance of preferred shares, net of issuance costs

 

81,632,500

Issuance of common shares, net of issuance costs

7,973,009

 

14,957,500

Repayment of secured notes

 

(1,625,000)

Proceeds from secured line of credit

40,600,000

 

20,000,000

Repayment of secured line of credit

 

(7,076,870)

Proceeds from secured loans

 

236,490,849

Repayments of secured loans

(1,000,000)

 

(178,247,825)

Deferred financing costs paid

(648,769)

 

(2,149,017)

Repayments of related party loans

 

(77,496)

Draw on related party loans

295,843

 

Net cash provided by financing activities

47,220,083

 

147,029,641

Foreign exchange impact on cash

7,649,324

 

(1,981,753)

(Decrease) increase in cash, cash equivalents and restricted cash

(49,030,203)

 

49,123,049

Cash, cash equivalents and restricted cash beginning of year

58,240,123

 

9,117,074

Cash and cash equivalents end of year

9,209,920

 

58,240,123

See accompanying notes to the consolidated financial statements.

F-44

Table of Contents

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

1. Description of business

Reservoir Holdings Inc. (the “Company”) was incorporated on April 23, 2019 under the laws of Delaware for the sole purpose of serving as the holding company of Reservoir Media Management, Inc. (“RMM”). On that date a reorganization transaction was completed, whereby RMM’s sole shareholder contributed its 100% equity interest in RMM to the Company in exchange for 100% of the Company’s common stock, and RMM became a wholly-owned subsidiary of the Company. Since the Company and RMM were entities under common control, this exchange of common stock resulted in a change in reporting entity with the retrospective combination of RMM and the Company for all periods presented as if the combination had been in effect since the inception of common control. As the Company had no assets or operations prior to its formation and the reorganization transaction, the historical financial statements of RMM are presented as the historical financial statements of the combined entity.

On March 16, 2020, the Company amended its certificate of incorporation to effect a 1-for-100 reverse split of the Company’s issued and outstanding shares of its preferred stock and common stock. The consolidated financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding preferred stock, common stock and stock options exercisable for common stock, and per share amounts contained in the Company’s consolidated financial statements have been retrospectively adjusted.

RMM commenced operations on April 27, 2007 and the activities of RMM are organized into 2 operating segments: Music Publishing and Recorded Music. Operations of the Music Publishing segment involve the acquisition of interests in music catalogs from which royalties are earned. The publishing catalog includes ownership or control rights to more than 130,000 musical compositions that span across historic pieces, motion picture scores and current award-winning hits. Operations of the Recorded Music segment involve the discovery and development of recording artists and the marketing, distribution, sale and licensing of the music catalog. The Recorded Music operations are primarily conducted through the Chrysalis Records platform and include the ownership of over 26,000 sound recordings.

The Company’s operations are concentrated primarily in the U.S. and UK and, to a lesser degree, United Arab Emirates.

COVID-19 Pandemic

In March 2020, the World Health Organization characterized the coronavirus (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had a negative impact on the global economy.

The Company has evaluated and continues to evaluate the potential impact of the COVID-19 pandemic on its consolidated financial statements. Government-imposed restrictions and general behavioral changes in response to the pandemic adversely affected the Company’s results of operations for the fiscal year ended March 31, 2021. This included performance revenue generated from retail, restaurants, bars, gyms and live shows, synchronization revenue, and the release schedule of physical product. Even as government restrictions are lifted and consumer behavior starts to return to pre-pandemic norms, it is unclear for how long and to what extent the Company’s operations will continue to be affected.

Although the Company has not soliciting an offermade material changes to buy these securitiesany estimates or judgments that impact its consolidated financial statements as a result of COVID-19, the extent to which the COVID-19 pandemic may impact the Company will depend on future developments, which are highly uncertain and cannot be predicted. Future developments could negatively affect the Company’s operating results, including reductions in any jurisdiction whererevenue and cash flow and could impact the offer

F-45

Table of Contents

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

Company’s impairment assessments of accounts receivable or sale is not permitted.intangible assets, which may be material to our consolidated financial statements.

Paycheck Protection Program Loan

SUBJECT TO COMPLETION, DATED DECEMBER 7, 2020

Roth CH Acquisition II Co. 

Units

This prospectus has been preparedDuring the fiscal year ended March 31, 2021 (“fiscal 2021”), the Company borrowed $616,847 under the Paycheck Protection Program (“PPP”) (the “PPP Loan”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. In accordance with the terms of the program, the Company applied for and willreceived confirmation of loan forgiveness for the entire amount borrowed under the PPP.

The Company accounted for the PPP Loan as an in-substance government grant because it expected to meet the PPP Loan eligibility criteria and concluded that the loan represented, in substance, a grant that was expected to be used by Roth Capital Partners, LLC (“Roth”)forgiven. Proceeds from the PPP Loan were initially recognized as a deferred income liability and Craig-Hallum Capital Group LLC (“Craig-Hallum”)presented as an operating activity within the Company’s consolidated statement of cash flows. Subsequently, the Company reduced this liability and recognized a reduction in connection with offers and sales of our unitspayroll expenses on a systematic basis over the period in certain market making transactions effected from time to timewhich the related costs for 30 days followingwhich the date of this prospectus. These transactions may occurPPP Loan was intended were incurred. No interest for the PPP Loan was recognized in the open market or mayCompany’s financial statements.

2. Summary of significant accounting policies

Basis of presentation

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

The following include significant accounting policies that have been adopted by the Company:

(a)

Principles of consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries. The Company records a noncontrolling interest in its consolidated balance sheets and statements of operations with respect to the remaining economic interests in majority-owned subsidiaries it does not own. All intercompany transactions and balances have been eliminated upon consolidation.

The equity method of accounting is used to account for investments in entities in which the Company has the ability to exert significant influence over the investee’s operating and financial polices.

As of March 31, 2021 and 2020, the Company was not involved with any entities identified as variable interest entities.

(b)

Use of significant accounting estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

disclosure of contingent assets and liabilities. Significant estimates are used for, but not limited to, determining useful lives of intangible assets, intangible asset recoverability and impairment and accrued revenue. Actual results could differ from these estimates.

(c)

Foreign currencies

The Company has determined the U.S. dollar to be privately negotiatedthe functional currency of the Company and certain subsidiaries as it is the currency of the primary economic environment in which the companies operate while other subsidiaries have been determined to have the British Pound as their functional currencies.

(i)Transactions and balances

Monetary assets and liabilities denominated in foreign currencies other than the functional currency are translated into the respective functional currencies at prevailing market pricesthe exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at the exchange rates in effect at the time of sales,acquisition or issue. Revenues and expenses are translated at pricesrates approximating the exchange rates in effect at the time of the transactions. All exchange gains and losses are included in operations.

(ii)Translation

Financial statements of subsidiaries with functional currencies other than the U.S. dollar are translated into the presentation currency using the current rate method. Under this method, assets and liabilities are translated at the rate of exchange in effect at the balance sheet date. Revenue and expenses are translated at the average rate of exchange for the fiscal year. Exchange gains and losses are deferred and reflected on the balance sheet in accumulated other comprehensive income and subsequently recognized in income upon substantial disposal of the net investment in the foreign operation.

(d)

Cash and cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

(e)

Restricted cash

Prior to their repurchase, pursuant to the terms of the indenture agreement in connection with the issuance of secured notes, RMM Issuer, a subsidiary of the Company, was required to maintain a trust account in the name of the indenture trustee (the “Trustee”) into which royalty payments received, advances and other collections were required to be deposited after deduction of the applicable writer’s share. On a semi-annual basis, the Trustee distributed the amounts collected to various interested parties as fees for services or, in the case of secured note holders, for the payment of interest and principal. This arrangement was terminated upon the Company’s purchase of the secured notes on April 2, 2019 (see Note 7).

(f)

Accounts receivable

Credit is extended to customers based upon an evaluation of the customer’s financial condition. The time between the Company’s issuance of an invoice and payment due date is not significant. Customer payments that are not collected in advance of the transfer of promised services or goods are generally due 30-60 days from invoice date. The Company monitors customer credit risk related theretoto accounts receivable and, when deemed necessary, maintains a provision for

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

estimated uncollectible accounts, which is estimated based on historical experience, aging trends and in certain cases, management judgments about specific customers. Based on this analysis, the Company did not record a provision for estimated uncollectible accounts at March 31, 2021 or 2020.

(g)

Concentrations of credit risk

Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed upon contractual payment obligations. NaN customers accounted for approximately 43% of total accounts receivable at March 31, 2021 and 3 customers accounted for approximately 67% of total accounts receivable at March 31, 2020. NaN other single customer accounted for more than 10% of accounts receivable in either period.

In the Music Publishing business, the Company collects a significant portion of its royalties from global copyright collecting societies. Collecting societies and associations generally are not-for-profit organizations that represent composers, songwriters and music publishers. These organizations seek to protect the rights of their members by licensing, collecting license fees and distributing royalties for the use of the members’ works. The Company does not believe there is any significant collection risk from such societies.

In the Recorded Music business, the majority of the revenue is collected from the Company’s distribution partners rather than directly from many customers. Those distribution partners pay through the revenue to the Company on a monthly basis. The Company routinely assesses the financial strength of its distribution partners and the Company does not believe there is any significant collection risk.

(h)

Acquisitions and business combinations

In conjunction with each acquisition transaction, the Company assesses whether the transaction should follow accounting guidance applicable to an asset acquisition or a business combination. This assessment requires an evaluation of whether the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, resulting in an asset acquisition or, if not, resulting in a business combination. If treated as an asset acquisition, the asset is recorded in accordance with the Company’s intangible asset policy and related acquisition costs are capitalized as part of the asset.

In a business combination, the Company recognizes identifiable assets acquired, liabilities assumed, and non-controlling interests at their fair values at the acquisition date. Any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired in a business combination is recorded to goodwill and acquisition-related costs are expensed as incurred.

(i)

Intangible assets

Intangible assets consist primarily of music catalogs (publishing and recorded). Intangible assets are recorded at fair value in a business combination and relative fair value in an asset acquisition. Intangible assets are amortized over their expected useful lives using the straight-line method.

The Company periodically reviews the carrying value of its amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the lives assigned may no longer be appropriate. To the extent the estimated future cash inflows attributable to the asset, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. If it is determined that events and circumstances warrant a

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life.

(j)

Goodwill

The Company has $402,067 of goodwill at March 31, 2021 and 2020, which is classified with Other assets in the Company’s consolidated balance sheet. All of the goodwill arose in connection with an acquisition on December 29, 2019 (see Note 4) and has been assigned to a reporting unit within the Music Publishing segment. There was no impairment, disposals, or other acquisitions of goodwill in the fiscal years ended March 31, 2021 and 2020.

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company evaluates goodwill for potential impairment on an annual basis on the first day of the fiscal fourth quarter (January 1), or at negotiated prices. Weother times during the year if events or circumstances indicate that it is more-likely-than-not (greater than 50%) that the fair value of a reporting unit, is below the carrying amount.

In reviewing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount. If the fair value of the reporting unit is less than its carrying amount, the Company will measure any goodwill impairment loss as the amount by which the carrying amount of a reporting unit exceeds its fair value, not receive any proceedsto exceed the total amount of goodwill allocated to that reporting unit.

(k)

Investments in equity affiliates

The Company holds 50% interests in two UK companies, Big Life Management Ltd. (“Big Life Management”) and Big Life Music Ltd. (“Big Life Music” and together with Big Life Management, “Big Life”). The Company is accounting for these investments using the equity method of accounting to reflect the significant influence it has over the operations of these two companies. The Company’s share of investee net income or loss and basis difference amortization is classified as Interest and other income in the consolidated statements of income.

(l)

Deferred revenue

Deferred revenue principally relates to fixed fees and minimum guarantees received in advance of the Company’s performance or usage by the licensee. Reductions in deferred revenue are a result of the Company’s performance under the contract or usage by the licensee.

(m)

Deferred finance costs

Deferred finance costs consist of costs incurred in connection with the issuance of secured notes payable and bank loans and are amortized on an effective interest basis over the original term of the related obligation. Deferred finance charges are netted against the debt (see Note 7).

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

(n)

Deferred charges

Deferred charges consist of direct costs incurred in connection with the potential acquisition of entertainment interests in music compositions pursued by the Company. Such costs are deferred when closing of the transaction is deemed probable and are added to the cost of the asset once acquired or expensed if the acquisition does not proceed.

(o)

Revenues

The Company recognizes revenue when, or as, control of the promised services or goods is transferred to its customers and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods.

Music Publishing

Music Publishing revenues are earned in the form of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks. Royalties principally relate to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images. Music publishing royalties, except for synchronization royalties, are recognized when the sale or usage occurs. The most common form of consideration for publishing contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports when these reports are available for the reporting period or estimates of royalties based on historical data, such transactions. Roth and Craig-Hallum have no obligation to make a market in our units, and may discontinue such activities at any time without notice, at its sole discretion. All such transactionsas recent royalties reported, company-specific information with respect to ourchanges in repertoire, industry information and other relevant trends when usage reports are not available for the reporting period. Synchronization revenue is recognized as revenue when control of the license is transferred to the customer.

Recorded Music

Revenues from the sale or license of Recorded Music products through digital distribution channels are recognized when the sale or usage occurs based on usage reports received from the customer. Digital licensing contracts are generally long-term with consideration in the form of sales- and usage-based royalties that are received monthly. For certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer.

Revenues from the sale of physical Recorded Music products are recognized upon delivery, which occurs once the product has been shipped and control has been transferred.

(p)

Principal versus agent revenue recognition

The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service.

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

The Company is typically required to pay a specified portion of the fees, earnings, payments and revenues received from the exploitation of the underlying music compositions to the original songwriter (“Royalty Costs”). The Company records revenues on a gross basis reflecting its position as a principal in the transaction and any royalties payable to third parties, including the Writer’s Fees, are recorded as expenses.

(q)

Royalty costs and royalty advances

The Company incurs royalty costs that are payable to its recording artists and songwriters generated from the sale or license of its music publishing copyrights and recorded music catalog. Royalties are calculated using negotiated rates in accordance with recording artist and songwriter contracts. Calculations are based on revenue earned or user/usage measures or a combination of these. There are instances where such data is not available to be processed and royalty cost calculations may be complex or involve judgments about significant volumes of data to be processed and analyzed.

In many instances, the Company commits to pay its recording artists and songwriters royalties in advance of future sales. The Company accounts for these advances under the related guidance in FASB ASC Topic 928, Entertainment — Music (“ASC 928”). Under ASC 928, the Company capitalizes as assets certain advances, which it believes are recoverable from future royalties to be earned by the recording artist or songwriter, when paid. Recoverability is assessed upon initial commitment of the advance based upon the Company’s forecast of anticipated revenue from the sale of future and existing albums or musical compositions. In determining whether the advance is recoverable, the Company evaluates the current and past popularity of the recording artist or songwriter, the sales history of the recording artist or songwriter, the initial or expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors. Advances vary in both amount and expected life based on the underlying recording artist or songwriter. To the extent that a portion of an outstanding advance is no longer deemed recoverable, that amount will be expensed in the period the determination is made.

(r)

Share-based compensation

Compensation expense related to the issuance of share-based awards to the Company’s employees is measured at fair value on the grant date. We use the Black-Scholes option pricing model to value stock options. The compensation expense for awards that vest over a future service period is recognized over the requisite service period on a straight-line basis. The Company recognizes share-based award forfeitures as they occur rather than estimating by applying a forfeiture rate.

(s)

Earnings per share

The consolidated statements of income present basic and diluted earnings per share (“EPS”). Basic earnings per share is computed using the two-class method which includes the weighted average number of shares of common stock outstanding during the period and other securities that participate in dividends (a “participating security”). Since the Preferred Shares (as defined in Note 12) participate in dividends alongside the Company’s common shares, the Preferred Shares constitute participating securities. Under the two-class method, all earnings (distributed and undistributed) are made pursuantallocated to common shares and participating securities based on their respective rights to receive dividends.

Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional shares for potential dilutive effects of the Preferred Shares and stock options outstanding during the period. The dilutive effects of the Preferred Shares are calculated in accordance with the if-converted method, or two-class method, whichever is more dilutive and the dilutive effects of stock options is calculated in accordance with the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

(t)

Employee Benefit Plans

The Company has a 401(k) retirement savings plan (the “RHI Plan”) open to U.S. based employees who have completed three months of eligible service. The Company contributes $0.60 for every $1.00 of employee contributions up to a prospectus aftermaximum of 6% of the dateemployee’s salary based upon each individual participant’s election. Expenses totaled $109,265 and $98,000 for employer contributions to the RHI Plan in the fiscal years ended March 31, 2021 and 2020, respectively.

(u)

Income taxes

Income taxes are determined using the asset and liability method of accounting. Under this prospectusmethod, deferred tax assets and liabilities are being made solely pursuantrecognized for the differences between the accounting bases of assets and liabilities and their corresponding tax basis. Deferred taxes are measured using enacted tax rates expected to apply when the asset is realized, or the liability is settled. A deferred tax asset is recognized when it is considered more likely than not to be realized. Through April 24, 2019, the Company filed income taxes as part of a consolidated group return with the Company’s then sole shareholder, Wesbild, Inc. Income taxes for the period subsequent to April 24, 2019 have been filed separately by the Company.

RMM has elected to treat taxes on GILTI as period costs and no deferred tax asset or liability is recorded.

(v)

Comprehensive income

The Company reports in accordance with ASC 220, Comprehensive Income. This standard requires companies to classify items of other comprehensive income/loss by their nature in the financial statements and display the accumulated balance of other comprehensive income (loss) separately from capital stock and accumulated deficit in the shareholders’ equity section of a statement of financial position.

(w)

Derivative financial instruments

The Company’s interest rate swaps have not been designated as a hedging instrument and, therefore, are recognized at fair value at the end of each reporting period with changes in fair value recorded in income.

(x)

Fair value measurement and hierarchy

The Company reports in accordance with ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). Under this prospectus,standard, fair value is defined as it maythe price that would be supplementedreceived to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from timesources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions as to time.what market participants would use in pricing the asset or liability and are based on the

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We have appliedNotes to list our unitsthe consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

best information available in the circumstances. The hierarchy is broken down into three levels based on the Nasdaq Capital Market, or Nasdaq, underobservability of inputs as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In certain cases, the symbol “ROCCU.” We expect that our units will be listedinputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls is determined based on the Nasdaq Capital Market on or promptly afterlowest level input that is significant to the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the common stock and warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless Roth and Craig-Hallum inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listed on Nasdaq under the symbols “ROCC” and “ROCCW,” respectively.fair value measurement in its entirety. See Note 15.

(y)

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

We areAs an “emerging growth company” (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under applicable federal securities lawsthe JOBS Act. The adoption dates discussed below reflect this election.

In February 2016, the FASB issued ASU 2016-02, Leases: (Topic 842) (“ASU 2016-02”), which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be subject to reducedclassified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of income. For public companyentities, this guidance was effective for annual reporting requirements. Investing in our securities involves a high degreeperiods beginning after December 15, 2018, including interim periods within that annual reporting period. Under the guidance of risk. See “Risk Factors” beginning on page 18 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

NeitherASU 2020-05, the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectusnew standard is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Roth Capital PartnersCraig-Hallum Capital Group

The date of this prospectus is        , 2020


TABLE OF CONTENTS

Page No.
SUMMARY1
SUMMARY FINANCIAL DATA17
RISK FACTORS18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS37
USE OF PROCEEDS38
DIVIDEND POLICY40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS42
PROPOSED BUSINESS45
MANAGEMENT63
PRINCIPAL STOCKHOLDERS69
CERTAIN TRANSACTIONS70
DESCRIPTION OF SECURITIES72
SECURITIES ELIGIBLE FOR FUTURE SALE76
PLAN OF DISTRIBUTIONA-9
LEGAL MATTERS80
EXPERTS80
WHERE YOU CAN FIND ADDITIONAL INFORMATION80
INDEX TO FINANCIAL STATEMENTSF-1

We are responsibleeffective for the information containedCompany April 1, 2022 and interim periods within the fiscal year beginning April 1, 2023. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in this prospectus. We havethe financial statements, with certain practical expedients available. The Company has not authorized anyone to provide you with different information, and we take no responsibilityyet completed an analysis of the impact of the new lease guidance. Under current accounting guidance for any other information others may give to you. We areleases, the Company does not and Roth and Craig-Hallum are not, makingrecognize an offer to sell securities in any jurisdictionasset or liability created by operating leases where the offer or saleCompany is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other thanlessee. Therefore, the dateCompany expects an increase to its assets and liabilities on the front of this prospectus.

The Offering

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we faceCompany’s consolidated balance sheet as a blank check companyresult of recognizing assets and liabilities for operating leases where the fact that this offeringCompany is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors.” Unless otherwise stated in this prospectus, or the context otherwise requires, references to “this offering” herein refer to our initial public offering.


Listing of our securities and proposed symbols

We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listedlessee on Nasdaq under the symbols “ROCCU,” “ROCC” and “ROCCW,” respectively.

Each of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Roth and Craig-Hallum have determined that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Roth and Craig-Hallum allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of our initial public offering.
Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants.
We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of our initial public offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Roth and Craig-Hallum have allowed separate trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus.

Terms of Warrants

Exercisability

Each redeemable warrant entitles the holder thereof to purchase one whole share of common stock. Every two units entitles the holder thereof to receive one warrant.

Exercise price

$11.50 per whole share. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 120 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 whole warrants to purchase 300 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration.

In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our shares of common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Price”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price.

A-3

Exercise period

The warrants will become exercisable 30 days after the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

RedemptionWe may redeem the outstanding warrants (excluding the warrants underlying the private units), in whole and not in part, at a price of $0.01 per warrant:
·    at any time after the warrants become exercisable;
·    upon a minimum of 30 days’ prior written notice of redemption;
·    if, and only if, the last sales price of our common stock equals or  exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending three business days before we send the notice of redemption, and
·    if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued.

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

A-4

Offering proceeds to be held in trust

$100,000,000 of the net proceeds of our initial public offering (or $11,500,000 if the over-allotment option is exercised in full), including $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full) we will receive from the sale of the private units, or $10.00 per unit sold to the public in our initial public offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the $2,600,000 we will receive from the sale of the private units, $1,950,000 will be used for offering expenses and $650,000 will be used for working capital, such amount not be held in the trust account.

Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period.  Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to our initial public offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

Notwithstanding the foregoing, there can be released to us, from time to time, from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of our initial public offering not held in the trust account of approximately $650,000. Additionally, in order to meet our working capital needs following the consummation of our initial public offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available.

Limited payments to insiders

Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than:

·     repayment of loans of $200,000 made to us by CR Financial Holdings, Inc.;

·     payment to Roth and Craig-Hallum of underwriting commissions from this offering and fees for any financial advisory, placement agency or other similar investment banking services Roth and Craig-Hallum may provide to our company in the future (including reimbursement of any related expenses incurred by them in connection thereto);

·     reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and

·     repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination.

We have also engaged Roth and Craig-Hallum as advisors in connection with our initial business combination pursuant to the business combination marketing agreement described under “Underwriting (Conflicts of Interest) — Business Combination Marketing Agreement.” We will pay Roth and Craig-Hallum a marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 4.5% of the gross proceeds of this offering, including any proceeds from the full or partial exercise of the over-allotment option. As a result, Roth and Craig-Hallum will not be entitled to such fee unless we consummate our initial business combination.

There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

A-5

Stockholder approval of, or tender offer in connection with, initial business combination

In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of how or whether they vote on the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any founder shares, shares underlying the private units or public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.

Our initial stockholders have agreed (A) to vote their founder shares, shares underlying the private units and any public shares purchased in or after our initial public offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares, shares underlying the private units and any public shares purchased) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares and shares underlying the private units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders or their affiliates has indicated any intention to purchase public units in our initial public offering or any units or shares of common stock in the open market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock or purchasing shares when the buyer is in possession of material non-public information about the Company.

Conversion rights

In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of how or whether he, she or it is voting on such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination.

A-6

We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45, and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.
Under Delaware law, we are required to give a minimum of only ten days’ notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.
If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.
Liquidation if no business combination

If we are unable to complete our initial business combination within 24 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares (including any public units in our initial public offering or any public units or shares that our initial stockholders or their affiliates purchased in our initial public offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our Board of Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law.

In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless.

A-7

We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities we engage after our initial public offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them.

The holders of the founder shares and private units will not participate in any redemption distribution with respect to their founder shares and private units, but may have any public shares redeemed upon liquidation.

Certain of our initial stockholders have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

If we are unable to conclude our initial business combination and we expend all of the net proceeds of our initial public offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00.

We will pay the costs of any subsequent liquidation from interest accrued under the trust account (up to $50,000). If such funds are insufficient, our initial stockholders have agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient.

AffiliationRoth and Craig-Hallum each own shares of our common stock. Additionally, certain of our initial stockholders, officers and directors are affiliated with Roth and Craig-Hallum.

USE OF PROCEEDS

This prospectus is delivered in connection with the offer and sale of our units by Roth and Craig-Hallum in certain market making transactions. We will not receive any of the proceeds from these transactions.

A-8

PLAN OF DISTRIBUTION

This prospectus has been prepared for use by Roth and Craig-Hallum in connection with offers and sales of our units in certain market making transactions effected from time to time for 30 days following the date of initial application of the new guidance. However, the Company cannot currently quantify this prospectus. Rothincrease or the impact, if any, on its consolidated statements of income. The Company does not expect the adoption of this new guidance will have a material impact on the amount or timing of the Company’s cash flows or liquidity.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology in current US GAAP, with a methodology that reflects expected credit losses. Subsequent to ASU 2016-13, the FASB has issued several related ASUs amending the original ASU. The updates are intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and Craig-Hallum mayother commitments to extend

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

credit held by a reporting entity at each reporting date. For public entities, this guidance was effective for annual reporting periods beginning after December 15, 2019, including interim periods within that annual reporting period. For the Company, this update is effective April 1, 2023, including interim periods within that fiscal year, with early adoption permitted for annual periods beginning after December 15, 2018. The Company has not yet evaluated the effect that this ASU will have on the Company’s consolidated financial statements.

In April 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting; particularly as it relates to the risk of cessation of LIBOR. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by this ASU do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has not yet evaluated the effect that this ASU will have on the Company’s consolidated financial statements.

3. Revenue recognition

For our operating segments, Music Publishing and Recorded Music, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable. The Company identifies the performance obligations and determines the transaction price associated with the contract. Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties. Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company. The Company recognized revenue of $2,263,778 and $788,364 from performance obligations satisfied in previous periods for the fiscal years ended March 31, 2021 and March 31, 2020, respectively.

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

Disaggregation of Revenue

The Company’s revenue consists of the following categories during the fiscal years ended March 31:

    

2021

    

2020

$

$

Revenue by Type

 

  

 

  

Performance

 

16,514,790

 

13,656,061

Digital

 

35,028,049

 

28,798,051

Mechanical

 

3,050,120

 

2,472,527

Synchronization

 

9,891,034

 

6,891,554

Other

 

2,606,632

 

2,124,043

Total Music Publishing

 

67,090,625

 

53,942,236

Digital

 

7,603,040

 

4,569,106

Physical

 

3,962,596

 

1,432,026

Synchronization

 

492,258

 

1,384,959

Neighboring rights

 

1,537,087

 

1,642,405

Total Recorded Music

 

13,594,981

 

9,028,496

Other revenue

 

1,092,183

 

267,940

Total revenues

 

81,777,789

 

63,238,672

    

2021

    

2020

$

$

Revenue by Geographical Location

  

 

  

United States Music Publishing

34,682,505

 

30,803,165

United States Recorded Music

4,891,800

 

3,475,647

United States other revenue

1,092,183

 

267,940

Total United States

40,666,488

 

34,546,752

International Music Publishing

32,408,121

 

23,139,071

International Recorded Music

8,703,180

 

5,552,849

Total international

41,111,301

 

28,691,920

Total revenues

81,777,789

 

63,238,672

Only the United States represented 10% or more of the Company’s total revenues in the fiscal years ended March 31, 2021 and 2020.

Music Publishing

Music Publishers act as principals in these transactions. These sales will be made at prevailing market prices at the time of sale, at prices related thereto a copyright owner and/or at negotiated prices. We will not receive anyadministrator of the proceeds of these transactions.

CR Financial Holdings, LLC, an affiliate of Roth owns 1,887,690 shares of common stock (65.7% of our outstanding shares of common stock),musical compositions and CHLM Sponsor-1 LLC, an affiliate of Craig-Hallum owns 303,346 shares of common stock (10.6% of our outstanding shares of common stock). Additionally officers and directors of both Roth and Craig-Hallum own shares of common stock.

Our initial stockholders agreed to purchase an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) private units for an aggregate purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full).

We agreed to file a “market making” prospectus in order to allow Roth and Craig-Hallum to engage in market making activities for our units for 30 days following the date of this prospectus Roth and Craig-Hallum acted as joint book-running managers in our recently completed initial public offering of securities. Purchases and sales in the open market by Roth and Craig-Hallum may include short sales, purchases to cover short positions, which may include purchases pursuantgenerate revenues related to the over-allotment optionexploitation of musical compositions (as opposed to recorded music). Music publishers receive royalties from the use of the musical compositions in public performances, digital and stabilizing purchases,physical recordings, and through synchronization (the combination of music with visual images).

Performance revenues are received when the musical composition is performed publicly through broadcast of music on television, radio and cable and in accordanceretail locations (e.g., bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs) and performance of musical compositions in staged theatrical productions. Digital revenues are derived from musical compositions being embodied in recordings licensed to digital streaming services and digital download services and for digital performance. Mechanical revenues are generated with Regulation M underrespect to

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the Exchange Act. Purchasesconsolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

the musical compositions embodied in recordings sold in any physical format such as vinyl, CDs and DVDs. Synchronization revenues represent the right to cover short positionsuse the composition in combination with visual images such as in films or television programs, television commercials and stabilizing purchases,video games as well as from other purchasesuses such as in toys or novelty items and merchandise. Other revenues represent earnings for use in printed sheet music and other uses. Digital and synchronization revenue recognition is similar for both Recorded Music and Music Publishing, therefore refer to the discussion within Recorded Music.

Included in these revenue streams, excluding synchronization and other, are licenses with performing rights organizations or collecting societies (e.g., ASCAP, BMI, SESAC and GEMA), which are long-term contracts containing a single performance obligation, which is ongoing access to all intellectual property in an evolving content library. The most common form of consideration for these contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends.

The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers.

Recorded Music

Recorded Music mainly involves selling, marketing, distribution and licensing of recorded music owned by the underwriters for their own account, may haveCompany. Recorded Music revenues are derived from four main sources, which include digital, physical, synchronization and neighboring rights.

Digital revenues are generated from the effectexpanded universe of preventing or retarding a declinedigital partners, including digital streaming services and download services. Digital licensing contracts are generally long-term with consideration in the market priceform of sales- and usage-based royalties that are typically received monthly. Additionally, for certain licenses, including synchronization licenses, where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the units. Theylicensed content is transferred to the customer.

Physical revenues are generated from the sale of physical products such as vinyl, CDs and DVDs. The Company uses distribution partners to facilitate the sale of physical products. Revenues from the sale of physical Recorded Music products are recognized upon transfer of control to the customer, which typically occurs once the product has been shipped and the ability to direct use and obtain substantially all of the benefit from the asset have been transferred. In accordance with industry practice and as is customary in many territories, certain products, such as CDs and DVDs, are sold to customers with the right to return unsold items. Revenues from such sales are generally recognized upon shipment based on gross sales.

Synchronization revenues represent royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games. In certain territories, the Company may also causereceive royalties when sound recordings are performed publicly through broadcast of music on television, radio and cable and in public spaces such as shops, workplaces, restaurants, bars and clubs. These public performance royalties on sound recordings are classified as Neighboring Rights revenue. For fixed-fee contracts, revenue is recognized at the pricepoint in time when control of the units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, it may discontinue them at any time.

We have been advised by Roth and Craig-Hallum that, following our initial public offering, they currently intend to engage in market making transactions for our units as permitted by applicable laws and regulations. However, neither Roth nor Craig-Hallumlicensed content is obligated to do so and Roth and Craig-Hallum may discontinue their market making activities at any time without notice. In addition, such market making activity will be subjecttransferred to the limits imposed bycustomer. Royalty based contracts are recognized as the Securities Act and the Exchange Act. Accordingly, no assurance can be given asunderlying sales or usage occurs.

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Notes to the liquidity ofconsolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

The following table reflects the trading market for our units, that you will be able to sell any of our units held by you at a particular time or thatchange in deferred revenue during the prices that you receive when you sell will be favorable. See “Risk Factors — There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.”fiscal years ended March 31:

    

2021

    

2020

$

$

Balance at beginning of period

473,022

 

287,406

Cash received during period

6,716,569

 

347,407

Revenue recognized during period

(5,851,604)

 

(161,791)

Balance at end of period

1,337,987

 

473,022

We have agreed to indemnify Roth and Craig-Hallum in our initial public offering against certain liabilities, including liabilities under the Securities Act, or to contribute to payments Roth and Craig-Hallum may be required to make because of any of those liabilities.4. Acquisitions

We are not under any contractual obligation to engage Roth and Craig-Hallum to provide any services for us after our initial public offering, and have no present intent to do so. However, Roth and Craig-Hallum may introduce us to potential target businesses or assist us in raising additional capital in the future. If Roth and Craig-Hallum provides services to us in the future, we may pay Roth and Craig-Hallum fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with Roth and Craig-Hallum and no fees for such services will be paid to Roth and Craig-Hallum prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with our initial public offering and we may pay the underwriters of our initial public offering or any entity with which it is affiliated a finder’s fee or other compensation for services rendered to us in connection with the completion of an initial business combination.

Roth and Craig-Hallum and their affiliates may in the future engage in, investment banking and other commercial dealings inIn the ordinary course of business, the Company regularly acquires music catalogs (publishing and recorded), which are typically accounted for as asset acquisitions. During the fiscal years ended March 31, 2021 and 2020, the Company completed such acquisitions totaling $116,323,171 and $114,480,181, inclusive of deferred acquisition payments. Significant acquisition transactions completed during the fiscal years ended March 31, 2021 and 2020 included the following:

(a)Business combination

On December 29, 2019, the Company acquired 51% of the equity of PopArabia FZ LLC (“PopArabia”) through a stock purchase agreement in a transaction accounted for as a business combination (the “PopArabia Acquisition”). The acquisition enabled the company to expand its operations to include a renewed focus in United Arab Emirates and the Middle East, which are becoming increasingly important global markets. Total purchase price consideration was $350,000, which resulted in purchase price allocations to net working capital of $284,207, including royalty payable of $1,198,472, cash and receivables of $1,417,974, goodwill of $402,067 and noncontrolling interest of $336,274. Goodwill is primarily attributable to intangible assets that do not qualify for separate recognition and has been assigned to the Music Publishing segment. Goodwill will not be amortizable or deductible for tax purposes.

The PopArabia Acquisition is not material to the Company’s consolidated financial statements, and therefore, revenue and earnings since the acquisition date and supplemental pro forma financial information related to this business combination is not included herein.

(b)Asset acquisitions

On June 5, 2019, the Company acquired 100% of the equity of Blue Raincoat Music Limited (“BRM”), a UK operating company, which owns 100% of Chrysalis Records Limited, a UK recorded music company, through a stock purchase agreement. The transaction was accounted for as an asset acquisition as a result of the significant concentration of the fair value of gross assets acquired in a recorded music catalog intangible asset. Total consideration transferred was $51,554,223, of which $49,965,308 pertained to the acquired recorded music catalog (weighted average useful life of 30 years), with usthe remainder pertaining to net working capital and other assets.

On February 21, 2020, the Company acquired 50.1% of the equity of Blue Raincoat Artists Ltd (“BRA”) through a stock purchase agreement. The transaction was accounted for as an asset acquisition as a result of the significant concentration of the fair value of gross assets acquired in artist management contracts (weighted average useful life of 10 years). Total consideration transferred was $678,423, of which $925,398 pertained to the acquired artist management contracts, noncontrolling interest of $675,715, with the remainder pertaining to net working capital.

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

On April 13, 2020, the Company acquired all of the copyrights to the musical compositions owned by Shapiro, Bernstein & Co., Inc. (“SBI”), one of the oldest music publishers in the United States. The transaction was accounted for as an asset acquisition as a result of the significant concentration of the fair value of gross assets acquired in a publishing catalog intangible asset (weighted average useful life of 30 years).

5. Intangible assets

Intangible assets subject to amortization consist of the following at March 31:

March 31,

March 31,

    

2021

    

2020

$

$

Intangible assets subject to amortization:

    

 

Music catalogs (publishing and recorded)

457,662,303

 

335,137,807

Artist management contracts

995,464

 

925,398

Gross intangible assets

458,657,767

 

336,063,205

Accumulated amortization

(65,419,757)

 

(50,954,097)

Intangible assets, net

393,238,010

 

285,109,108

Amortization expense totaled $13,906,199 in 2021 and $8,250,305 in 2020. The expected amortization expense of intangible assets for each of the five succeeding fiscal years and thereafter is as follows:

    

$

2022

14,864,256

2023

14,864,256

2024

14,864,256

2025

14,864,256

2026

14,864,256

Thereafter

318,916,730

Total

393,238,010

6. Royalty advances

The Company made unsecured royalty advances totaling $14,474,288 during the fiscal year ended March 31, 2021 and $21,130,420 during the fiscal year ended March 31, 2020, recoupable from the writer’s share of future royalties otherwise payable, in varying amounts. Advances expected to be recouped within the next 12 months are classified as current assets, with the remainder classified as noncurrent assets.

    

2021

    

2020

$

$

Opening balance

40,263,439

 

33,350,939

Additions

14,474,288

 

21,130,420

Recoupments

(13,155,647)

 

(14,217,920)

Closing balance

41,582,080

 

40,263,439

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

7. Loans and secured notes payable

Long-term debt consists of the following:

    

2021

    

2020

$

$

Secured loan bearing interest at LIBOR plus a spread

18,500,000

 

19,500,000

    

2021

    

2020

$

$

Secured line of credit bearing interest at LIBOR plus a spread

197,090,848

 

156,490,848

Debt issuance costs, net

(3,058,973)

 

(3,205,416)

212,531,875

 

172,785,432

Less: short term portion of Secured loan

1,000,000

 

1,000,000

211,531,875

 

171,785,432

Credit Facilities

On December 19, 2014, the Company entered into a credit agreement (the “Credit Agreement”) governing the Company’s secured term loan (the “secured loan”) and secured revolving credit facility (the “secured line of credit” and together with the secured loan, the “Credit Facilities”). The Credit Facilities were subsequently amended multiple times with the most recent amendment consummated on December 23, 2020, as noted below.

The principal amount of the term loan amortizes in quarterly instalments equal to $250,000 through June 30, 2024, with the balance due in full by October 16, 2024, subject to certain prepayment conditions as defined in the loan agreements. Repayment of the line of credit is due in full by October 16, 2024, subject to certain conditions. The Credit Facilities also include an incremental commitment amount (the “accordion feature”) that is not to exceed a $50,000,000 increase to the revolving credit facility.

On May 20, 2020, the Company expanded the borrowing capacity of the secured line of credit by $25,000,000 to $205,000,000 pursuant to the accordion feature. The accordion feature was concurrently increased by $25,000,000 to $50,000,000. On December 23, 2020, the Company expanded the borrowing capacity of its secured line of credit by $25,000,000 to $230,000,000 pursuant to the accordion feature. The accordion feature was also concurrently increased by $25,000,000 to $50,000,000.

At March 31, 2021, the secured line of credit has a borrowing capacity of $230,000,000, of which $197,090,848 was drawn on at March 31, 2021.

Borrowings under the Credit Facilities are secured by all the Company’s assets. The interest rate applicable to borrowings under the Credit Facilities is 1M LIBOR plus 2.50%.

Capitalized debt issuance costs are amortized over the term of the Credit Agreement into interest expense using the effective interest method.

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

As of March 31, 2021, the expected principal repayment is as follows:

    

$

2022

1,000,000

2023

1,000,000

2024

213,590,848

215,590,848

Restrictions and Covenants

Restrictions and Covenants

The Credit Agreement contains a number of customary affirmative and negative covenants that, among other things, limits or our affiliates,restricts the Company’s ability and the ability of certain of the Company’s subsidiaries to: incur additional indebtedness; incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make investments, loans and advances; pay or modify the terms of certain indebtedness; and engage in certain transactions with affiliates. In addition, under the Credit Agreement, the Company is not permitted to exceed a leverage ratio of 5.50 to 1.0 or maintain a fixed charge coverage ratio of less than 1.25 to 1.0 as of the end of any fiscal quarter. The Company’s consolidated senior debt, as defined in the Credit Agreement, cannot exceed 55% of the value of the music library, as defined in the Credit Agreement and as adjusted in certain circumstances.

Interest rate swaps

As of March 31, 2019, the Company had entered into two interest rate swaps, both of which expire on March 10, 2022, one with a notional amount of $40,228,152 and one for $59,325,388. Under the terms of the interest rate swaps, the Company pays a fixed rate of 2.812% and 2.972% respectively, to the counterparty and receives a floating interest from the counter party based on LIBOR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement. The notional amount of the interest rate swaps is $97,533,496 at March 31, 2021 and $98,285,140 at March 31, 2020.

In October 2019 and January 2020, the Company added two additional interest rate swaps in the amounts of $8,875,000 and $88,098,862, respectively. These swaps have an effective date of March 10, 2022 which they maycoincides with the expiration of the previous two swaps, and the Company will pay a fixed rate of 1.602% and 1.492%, respectively, and receives a floating interest from the counterparty based on LIBOR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement.

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

Secured Notes

The Series 2007-A notes were issued by RMM Issuer, a wholly-owned subsidiary of RMM, and were secured by its assets without recourse to the Company (the “Notes”). Under the terms of the indenture, payment of interest and principal was based on the available cash of RMM Issuer and in the stated order of priority as provided for within the indenture agreement and interest not paid in cash was added to the outstanding principal. On April 2, 2019, the Company purchased the secured notes payable of RMM Issuer for $1,625,000 plus the vendors legal costs, which reflects the decline in fair value of the collateral securing the Notes and resulted in the Company recognizing a gain of $10,644,084 on the retirement of the debt.

8. Other non-current liabilities

At March 31, 2021, the Company’s other non-current liabilities, which consist primarily of obligations related to certain asset purchases and acquisitions that are due more than a year in the future, receive, customary feesare as follows:

    

$

2023

 

5,738,348

2024

 

213,783

2025

 

213,783

2026 and later

 

574,057

 

6,739,971

9. Income taxes

The following table presents domestic and commissionsforeign income before income taxes for any such transactions.the fiscal years ended March 31:

    

2021

    

2020

$

$

Domestic

 

11,126,090

 

12,174,556

Foreign

 

1,663,697

 

2,035,352

Income before income taxes

 

12,789,787

 

14,209,908

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

The provision for income taxes consists of the following for the fiscal years ended March 31:

    

2021

    

2020

$

$

Current income taxes:

 

  

 

  

U.S. federal

 

(216,528)

 

236,057

State and local

 

8,827

 

192,141

Foreign

 

581,232

 

119,709

Total current

 

373,531

 

547,907

Deferred income taxes:

 

  

 

  

U.S. federal

 

2,188,194

 

2,775,979

State and local

 

259,182

 

(114,785)

Foreign

 

(366,754)

 

990,040

Total deferred

 

2,080,622

 

3,651,234

Income tax expense

 

2,454,153

 

4,199,141

We have determined that undistributed earnings of certain non-U.S. subsidiaries will be reinvested for an indefinite period of time. We have both the intent and ability to indefinitely reinvest these earnings. Given our intent to reinvest these earnings for an indefinite period of time, we have not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable.

A reconciliation of the statutory tax rate to the effective rate is as follows for the fiscal years ended March 31:

    

2021

    

2020

 

Federal income tax statutory rate

 

21.0

%  

21.0

%

State and local income taxes, net of federal income tax benefit

 

1.7

%  

1.4

%

Foreign subsidiary earnings

 

2.1

%  

0.4

%

Return to provision adjustments

 

(4.9)

%  

(1.5)

%

Impact of change in tax rates

 

0.3

%  

8.2

%

Other, net

 

(1.0)

%  

0.1

%

Effective income tax rate

 

19.2

%  

29.6

%

The Company’s effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

Significant components of the Company’s deferred income tax liability at March 31 are as follows:

    

2021

    

2020

$

$

Deferred tax assets:

Net operating loss carryforward

 

785,902

 

481,360

Fair value of swaps

 

1,046,459

 

1,718,059

Compensation

 

44,375

 

20,682

Charitable contributions

 

8,951

 

Unrealized foreign exchange losses

 

51,924

 

Total deferred tax assets

 

1,937,611

 

2,220,101

Deferred tax liabilities:

 

  

 

  

Fixed assets and leasehold improvements

 

(44,393)

 

(72,006)

Intangible assets

 

(21,628,755)

 

(18,563,334)

Deferred charges

 

 

Total deferred tax liabilities

 

(21,673,148)

 

(18,635,340)

Net deferred tax liabilities

 

(19,735,537)

 

(16,415,239)

At March 31, 2021, the Company has income tax Net operating loss carry forwards of $48,971,281 related to the US operations. The Company has recorded a deferred tax asset of $785,902 reflecting the benefit of $48,971,281 in loss carry forwards. Such net operating loss carry forwards will expire as follows:

Federal

    

$

1,795,951

    

No expiration date

New York

 

46,903,391

2035 – 2040

California

 

151,988

2040

Tennessee

 

119,951

2035

Tax Uncertainties

In addition,the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing jurisdictions. Accordingly, the Company accrues liabilities when it believes that it is not more likely than not that it will realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with ASC 740-10. Changes in recognition or measurement are reflected in the ordinary courseperiod in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense (benefit). Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s consolidated financial position but could possibly be material to the Company’s consolidated results of their business activities, Rothoperations or cash flow in any given quarter or annual period.

As of March 31, 2021, the Company has not recorded any unrecognized tax benefits.

Tax Audits

The Company and Craig-Hallumits eligible subsidiaries file a consolidated U.S. federal income tax return and their affiliates may make or hold a broad array of investmentsapplicable state and actively trade debtlocal income tax returns and equity securities (or related derivative securities)non-U.S. income tax returns. The Company is subject to examination by federal, state and financial instruments (including bank loans) for their own accountlocal, and foreign tax authorities. RMM’s Federal income tax returns for the accountsyears 2018 through 2020 are subject to examination by the Internal Revenue Service, and RMM’s state tax returns are subject to examination by the respective

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Table of their customers. Such investmentsContents

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and securities activities may involve securities and/or instruments2020

(Expressed in U.S. dollars)

tax authorities for the years 2017 through 2020. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2017 through 2020. The Company regularly assesses the likelihood of ours or our affiliates. Rothadditional assessments by each jurisdiction and Craig-Hallumhave established tax reserves that the Company believes are adequate in relation to the potential for additional assessments. Examination outcomes and their affiliates may also make investment recommendations and/or publish or express independent research views in respectthe timing of examination settlements are subject to uncertainty. Although the results of such securitiesexaminations may have an impact on the Company’s unrecognized tax benefits, the Company does not anticipate that such impact will be material to its consolidated financial position or financial instrumentsresults of operations. The Company does not expect to settle any material tax audits in the next twelve months.

10. Supplementary cash flow information

Summary of interest paid and may hold, or recommendincome taxes paid for the fiscal years ended March 31 comprised the following:

    

2021

    

2020

$

$

Interest paid

8,176,888

6,099,653

Income taxes paid

131,414

205,067

11. Amounts due to clients that they acquire, long and/or short positions/ (from) related parties

The Company has various shared services agreements with its majority shareholder and other affiliated entities under the control of its majority shareholder. These agreements cover services such as IT support and re-billed services of staff who perform services across multiple entities.

    

2021

        

2020

 

$

 

$

Due to Wesbild Inc.

Unsecured, bears no interest, with no specific terms of repayment

Due to Wesbild Holdings Ltd., parent company of Wesbild Inc.

  

  

Unsecured, bears no interest, with no specific terms of repayment

83,480

7,665

Sub-total

83,480

7,665

Due to (from) DRI Capital Inc., a subsidiary of Wesbild Holdings Ltd.

  

  

Unsecured, bears no interest, with no specific terms of repayment

81,738

(60,444)

Due to Reservoir Media Management (Canada) Inc., a subsidiary of Wesbild Holdings Ltd.

  

  

Unsecured, bears no interest, with no specific terms of repayment

124,954

47,108

Sub-total

206,692

(13,336)

290,172

(5,671)

12. Shareholders’ equity

(a)

April 23, 2019 Equity restructuring

RMM and the Company completed a series of transactions with shareholders on April 23, 2019, as follows:

The board of directors of RMM declared a dividend payable to RMM’s sole shareholder in such securitiesan amount of $16,875,000 and instruments.

A-9issued a demand promissory note to the shareholder in a principal amount of $16,875,000 (the “RMM Shareholder Promissory Note”).

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Roth CH Acquisition II Co.

Units

Table of Contents

Joint Book-Running ManagersRESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

As discussed in Note 1, RMM’s sole shareholder contributed its 100% equity interest in RMM to the Company in exchange for 125,227 shares of the Company’s common stock (par value $0.00001 per share) (the “common shares”), resulting in RMM becoming a wholly-owned subsidiary of the Company. Since the Company and RMM were entities under common control, this exchange of RMM’s common stock for the common shares resulted in the retrospective combination of RMM and the Company for all periods presented as if the combination had been in effect since the inception of common control.

The Company issued 67,500 Series A-1 preferred shares (the “Series A-1 Preferred Shares”) for aggregate consideration of $67,500,000 ($1,000 per Series A-1 Preferred Share). The Company incurred $825,000 of issuance costs in connection with the issuance of the Series A-1 Preferred Shares, which the Company accounted for as a reduction in the proceeds from the Series A-1 Preferred Shares. The RMM Shareholder Promissory Note was paid using $16,875,000 of the proceeds from the issuance of the Series A-1 Preferred Shares.

Roth Capital Partners

(b)

Craig-Hallum Capital Group

Additional Equity Transactions

The dateDuring the first quarter of this prospectus is        , 2020

Until                               (25 days afterfiscal 2021, the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to its unsold allotments or subscriptions.


Until [·], 2020 (25 days after the date of this prospectus), all dealers that buy, sell or trade ourCompany issued 5,333 shares of common stock for aggregate consideration of $8,000,009 to existing shareholders to fund further acquisitions. The Company incurred $27,000 of issuance costs in connection with the issuance of this common stock, which the Company accounted for as a reduction in the proceeds from the common stock.

On January 3, 2020, the Company issued 15,000 Series A-2 preferred shares (the Series A-2 Preferred Shares) for aggregate consideration of $15,000,000 and 15,000 common shares for aggregate consideration of $15,000,000 to existing shareholders. The Company incurred $85,000 of issuance costs in connection with the issuance of the Series A-2 Preferred Shares and common shares, which the Company accounted for as a reduction in the proceeds from the Series A-2 Preferred Shares and common shares on a pro rata basis.

In October and November 2018, RMM’s sole shareholder contributed $8,300,000 to RMM to support continued acquisitions by RMM. No additional shares were issued and the shareholder contribution is reflected as contributed capital in the Company’s consolidated statement of equity.

(c)

Preferred Shares

The Series A-1 Preferred Shares and Series A-2 Preferred Shares have the same terms and are therefore presented together in the Company’s consolidated financial statements as a single series of preferred stock (the “Preferred Shares”).

The Preferred Shares are convertible into an equal number of common shares at the option of the preferred shareholder and are mandatorily converted into an equal number of common shares upon a qualified public offering of common shares. The Preferred Shares have voting rights equal to 1 vote per each Preferred Share. Holders of the Preferred Shares and common shares vote together as a single class.

The Preferred Shares participate in dividends declared on common shares, if any, on the basis as if the Preferred Shares were converted to common shares. The Company has not declared any dividends since issuance of the Preferred Shares through March 31, 2020. A 6.0% annual compounded cumulative dividend accrues on the original investment amount only if the Preferred Shares are not automatically converted and there is a liquidation, dissolution or winding up of the Company’s affairs. There are no redemption provisions for the Preferred Shares.

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Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

In the event of a liquidation, dissolution or winding up of the Company’s affairs, whether voluntary or not participatinginvoluntary, after satisfaction of all liabilities and obligations to the Company’s creditors, the holder of the Preferred Shares shall be entitled to receive payment in this offering,full, in cash, equal to the original investment amount, plus accrued and unpaid dividends, before any distributions may be made to the Company’s common shareholders (the “Preferred Liquidation Preference”). If the Preferred Liquidation Preference has been paid in full on all Preferred Shares, the holders of the Company’s common shares shall be entitled to receive all of the Company’s remaining assets (or proceeds thereof) according to their respective rights and preferences.

13. Share-based compensation

In April 2019, the Company adopted a Long-Term Incentive Plan (the “Plan”) to grant awards to its current or prospective employees, officers, directors or consultants of the company and its subsidiaries. The aggregate number of shares of common stock available for issuance under the Plan is 12,000. No awards were granted during the fiscal year ended March 31, 2021. During the fiscal year ended March 31, 2020, the Company granted a total of 7,700 stock options under the Plan.

Stock option awards are granted with an exercise price equal to the estimated fair value of our common shares on the date of grant. We will satisfy stock option exercises through the issuance of authorized but previously unissued common shares. Stock option grants vest over 4 years with 25% vested after one year from the original grant date and the remaining 75% vesting in 36 equal monthly installments thereafter, provided the employee is continuously employed by us or one of our affiliates, and the stock options expire 10 years following the grant date.

The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model. The absence of a public market for the Company’s common stock required the Company’s board of directors to deliverestimate the fair value of its common stock for purposes of granting options and for determining share-based compensation expense by considering several objective and subjective factors, including third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of common and convertible preferred stock, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.

The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of stock option awards at the grant date:

(i)risk-free interest rate of 1.74% – 2.41%, based on the U.S. Treasury bond yield with a remaining term equal to the expected option life assumed at the date of grant.
(ii)expected term (in years) of 8; which is based on consideration of the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
(iii)expected volatility of 39.1% to 57.7% determined by using an average of historical volatilities of selected companies deemed to be comparable to the Company corresponding to the expected term of the awards.
(iv)expected dividend yield of 0%, which reflects the Company’s lack of history or expectation of declaring dividends on its common stock.

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

Share-based compensation expense totaled $102,700 ($79,165, net of taxes) and $90,944 ($70,262, net of taxes) during the fiscal years ended March 31, 2021 and 2020, respectively, and is classified as Administration expenses in the accompanying consolidated statements of income.

The following table is a prospectus. Thissummary of stock option activity under the Plan for the fiscal year ended March 31, 2021:

Weighted

Average

Weighted

Remaining

Total

Average

Aggregate

Contractual

Number of

Exercise

Intrinsic

Term

    

Options

    

Price

    

Value

    

(Years)

$

$

Outstanding at April 1, 2020

7,624

1,000

Granted

Exercised

  

  

  

Forfeited

  

  

  

Outstanding at March 31, 2021

7,624

1,000

4,933,306

8.1

Exercisable at March 31, 2021

  

  

Vested or expected to vest at March 31, 2021

7,624

1,000

4,933,306

8.1

The weighted average grant date fair value per stock option granted was $53.88 during the fiscal year ended March 31, 2020. Pre-tax unrecognized compensation expense for unvested stock options was $217,152 as of March 31, 2021, which will be recognized as expense over a weighted-average period of approximately 2.1 years.

14. Earnings per share

The following table summarizes the basic and diluted earnings per share calculations for the fiscal years ended March 31:

    

2021

    

2020

Basic earnings per common share

Net income attributable to Reservoir Holdings Inc.

$

10,288,961

$

10,057,794

Less: income allocated to participating securities

 

(3,736,121)

$

(3,435,754)

Net income attributable to common shareholders

$

6,552,840

$

6,622,040

Basic weighted average common shares outstanding

 

144,698

 

128,875

Basic earnings per common share

$

45.29

$

51.38

Diluted earnings per common share

 

  

 

  

Net income attributable to common shareholders

$

6,552,840

$

6,622,040

Add: income allocated to participating securities

 

3,736,121

 

3,435,754

Net income attributable to Reservoir Holdings Inc.

$

10,288,961

$

10,057,794

Basic weighted average common shares outstanding

 

144,698

 

128,875

Impact of assumed preferred share conversion

 

82,500

 

66,865

Diluted weighted average common shares outstanding

 

227,198

 

195,740

Diluted earnings per common share

$

45.29

$

51.38

Because of their anti-dilutive effect, 7,624 common share equivalents comprised of stock options have been excluded from the diluted earnings per share calculation for the fiscal years ended March 31, 2021 and 2020.

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RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

15. Financial instruments

The Company is exposed to the following risk related to its financial instruments:

(a)

Credit risk

Credit risk arises from the possibility that the Company’s debtors may be unable to fulfill their financial obligations. Revenues earned from publishing and distribution companies are concentrated in the music and entertainment industry. The Company monitors its exposure to credit risk on a regular basis.

(b)

Interest rate risk

The Company is exposed to market risk from changes in interest rates on its secured loan. As described in Note 7, the Company entered into interest rate swap agreements to partially reduce its exposure to fluctuations in interest rates on its secured loans.

The fair value of the outstanding interest rate swaps was a $4,566,537 liability at March 31, 2021 and a $7,554,859 liability at March 31, 2020. Fair value is determined using Level 2 inputs, which are based on quoted prices and market observable data of similar instruments. The change in the unrealized fair value of the swaps of $2,988,322 during the fiscal year ended March 31, 2021 was recorded as a gain on changes in fair value of derivative instruments. The change in the unrealized fair value of the swaps of $5,555,702 during the fiscal year ended March 31, 2020 was recorded as a loss on changes in fair value of derivative instruments.

(c)

Foreign exchange risk

The company is exposed to foreign exchange risk in fluctuations of currency rates on its revenue from royalties, writer’s fee and its subsidiaries’ operations.

(d)

Financial instruments

Financial instruments not described elsewhere include cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, secured loans payable and borrowing under its line of credit. The carrying values of these instruments at March 31, 2021 do not differ materially from their respective fair values due to the immediate or short-term duration of these items or their bearing market related rates of interest.

The fair value of amounts due from and owed to related parties are impracticable to determine due to the related party nature of such amounts and the lack of readily determinable secondary market.

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Table of Contents

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

16. Contingencies and commitments

(a)The Company leases its business premises under an operating lease which have expiration dates between 2022 – 2024. Rent expense totaled $962,224 and $826,389 during the fiscal years ended March 31, 2021 and 2020, respectively. Future minimum lease payments are as follows:

    

$

2022

817,966

2023

586,303

2024

248,981

1,653,250

(b)In addition, the Company has committed to make payments for additional Royalty advances totaling $5,733,458 through March 2022, and a further $795,708 through March 2024, subject to certain conditions. These Royalty advances are to be used to fund future compositions and will be recorded as Royalty advances when paid.
(c)As discussed in Note 8, the Company has obligations related to certain asset purchases and business acquisitions, which are recorded as liabilities. Some of those agreements call for additional amounts to be paid based on future performance of the assets. The Company has recorded liabilities based on its view of the future performance of those assets, but it is possible that the actual performance and resulting obligations may be different than current estimates.
(d)On September 8, 2020, an action was filed in the United States District Court for the Southern District of New York against a consolidated subsidiary of the Company and certain prior owners (“Prior Owners”) of certain music copyrights acquired by the Company. The legal action asserts that in 2000, the plaintiff entered into certain engagement letters (the “Engagement Letters”) with certain of the Prior Owners, which purportedly gave the plaintiff, among other things, an exclusive right to broker any future sale by the Prior Owners of the music copyrights acquired by the Company as well as a commission fee. Based on the Engagement Letters’ alleged grant of a security interest in such music copyrights, the plaintiff filed financing statements and various notices of liens, in the amount of $2,651,125, in the United States Copyright Office between 2000 and 2018. The plaintiff alleges, among other things, that the Prior Owners breached the Engagement Letters by consummating a purchase agreement with a consolidated subsidiary of the Company in 2018 without involving the plaintiff; that a consolidated subsidiary of the Company tortiously interfered with the Engagement Letters; and that the Plaintiff is permitted to foreclose on the lien, including foreclosing on those music copyrights acquired by a consolidated subsidiary of the Company under the 2018 purchase agreement. The Company determined a loss resulting from the action is not reasonably possible. The Company believes all claims and threatened claims against the consolidated subsidiary of the Company in this legal action are without merit and intends to defend vigorously against them. The Company also believes it has obtained appropriate indemnifications from the Prior Owners in relation to the claims in this legal action.

In addition to the dealers’ obligationforegoing, the Company is subject to deliverclaims and contingencies in the normal course of business. To the extent the Company cannot predict the outcome of the claims and contingencies or estimate the amount of any loss that may result, no provision for any contingent liabilities has been made in the consolidated financial statements. The Company believes that losses resulting from these matters, if any, would not have a prospectus when actingmaterial adverse effect on the financial position, results of operations or cash flows of the Company. All such matters which the Company concludes are probable to result in a loss and for which management can reasonably estimate the amount of such loss have been accrued for within the accompanying consolidated financial statements.

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Table of Contents

RESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

17. Segment reporting

The Company’s business is organized in 2 reportable segments: Music Publishing and Recorded Music. The Company identified its Chief Executive Officer as underwritersits Chief Operating Decision Maker (“CODM”). The Company’s CODM evaluates financial performance of its segments based on several factors, of which the primary financial measure is operating income before depreciation and with respect to their unsold allotments or subscriptions.amortization (“OIBDA”). While each segment incurs direct administration expenses reflected in segment income, all corporate-level administration expenses, such as executive management, are included in the Music Publishing segment and are not allocated between segments.

No dealer, salesperson or any other person is authorized to give any information or make any representationsThe accounting policies of the Company’s business segments are the same as those described in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectussummary of significant accounting policies included elsewhere herein. The Company does not constitute an offerhave sales between segments.

The following tables present Total revenue and a reconciliation of OIBDA to selloperating income by segment for the fiscal years ended March 31, 2021 and 2020:

    

Music

Recorded

For the Fiscal Year Ended March 31, 2021:

     

Publishing

    

Music

    

Other

    

Consolidated

$

$

$

$

Total revenue

67,090,625

13,594,981

1,092,183

81,777,789

Reconciliation of OIBDA to operating income:

  

  

  

  

Operating income

15,074,983

4,333,644

262,494

19,671,121

Amortization and depreciation

11,791,568

2,230,866

106,170

14,128,604

OIBDA

26,866,551

6,564,510

368,664

33,799,725

    

Music

Recorded

    

For the Fiscal Year Ended March 31, 2020:

     

Publishing

    

Music

    

Other

    

Consolidated

$

$

$

$

Total revenue

53,942,236

9,028,496

267,940

63,238,672

Reconciliation of OIBDA to operating income:

  

  

  

  

Operating income

13,637,115

1,708,568

131,630

15,477,313

Amortization and depreciation

6,653,020

1,770,177

8,423,197

OIBDA

20,290,135

3,478,745

131,630

23,900,510

The Company’s CODM manages assets on a consolidated basis. Accordingly, segment assets are not reported to the Company’s CODM, used to allocate resources or assess performance of the segments, and therefore, total segment assets have not been disclosed.

Total long-lived assets by country are as follows as of and for the fiscal years ended March 31:

    

2021

    

2020

$

$

United States

187,861

339,420

United Kingdom

133,905

263,556

Total

321,766

602,976

During the fiscal years ended March 31, 2021 and 2020, a solicitationsingle external customer accounted for 12% and 15%, respectively, of an offer to buy any securitytotal revenues, and is included in both the Music Publishing and Recorded Music segments. No other customer accounted for more than the securities offered by this prospectus, or an offer to sell or a solicitation10% of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.revenue.

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$100,000,000

Roth CH Acquisition II Co.

10,000,000 Units

PROSPECTUS

Table of Contents

Joint Book-Running ManagersRESERVOIR HOLDINGS INC. AND SUBSIDIARIES

Notes to the consolidated financial statements

March 31, 2021 and 2020

(Expressed in U.S. dollars)

18. Subsequent events

(a)On April 14. 2021, the Company entered into a definitive merger agreement with Roth Capital PartnersCraig-Hallum Capital GroupCH Acquisition Co. II (NASDAQ: ROCC) (“ROCC”), a publicly traded special purpose acquisition company with $115 million in trust. The transaction will be funded by a combination of ROCC’s cash held in its trust account (after any redemptions by its public stockholders in connection with the closing), a full equity roll-over from existing Company shareholders, and proceeds from a private placement of $150 million of common stock at $10.00 per share that will close concurrently with the merger. The board of directors of the Company and ROCC have unanimously approved the transaction. The transaction will require the approval of the stockholders of ROCC and is subject to other customary closing conditions. The transaction is expected to close in the third calendar quarter of 2021 and will be accounted for as a reverse recapitalization, with the Company determined to be the accounting acquirer.
(b)On June 2, 2021, the Company acquired U.S. based record label and music publishing company Tommy Boy Music, LLC (“Tommy Boy”) for approximately $100 million. NaN of the Company’s board members are also board members of Tommy Boy and have an equity interest in both companies. The acquisition of Tommy Boy will be accounted for as an asset acquisition as a result of the significant concentration of the fair value of gross assets acquired in a recorded music catalog intangible asset.
(c)Subsequent events have been evaluated through June 25, 2021, which is the date these financial statements were available for issuance.

The date of this prospectus is        , 2020

F-71

PART II

 — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution.

Distribution

The estimatedfollowing table sets forth the expenses payable by us in connection with the offering described in this registration statement (otherstatement. All of such expenses are estimates, other than the underwriting discounts and commissions) will be as follows:SEC registration fee.

    

Amount

 

to be paid

SEC registration fee

$

63,287.07

Accounting fees and expenses

$

75,000

Legal fees and expenses

$

150,000

Printing and miscellaneous expenses

$

11,712.93

Total

$

300,000

Initial Trustees’ fee $6,500 
SEC Registration Fee  19,761 
FINRA filing fee  27,669 
Accounting fees and expenses  75,000 
Nasdaq listing fees  75,000 
Printing and engraving expenses  35,000 
Legal fees and expenses  325,000 
Director and officer liability insurance  200,000 
Miscellaneous  186,070 
Total  950,000 

Item 14.Indemnification of Directors and Officers.Officers

Our certificate of incorporation provides that all directors, officers, employees and agentsSection 145(a) of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or the DGCL.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) ADGCL provides, in general, that a corporation shall have power tomay indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person, because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the personhe or she acted in good faith and in a manner the personhe or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suithis or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’sher conduct was unlawful.

(b) ASection 145(b) of the DGCL provides, in general, that a corporation shall have power tomay indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact thatbecause the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the personhe or she acted in good faith and in a manner the personhe or she reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made inwith respect ofto any claim, issue or matter as to which such personhe or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or theother adjudicating court in which such action or suit was brought shall determine upon applicationdetermines that, despite the adjudication of liability but in view of all of the circumstances of the case, such personhe or she is fairly and reasonably entitled to indemnity for such expenses whichthat the Court of Chancery or such other adjudicating court shall deem proper.

(c) ToSection 145(g) of the extentDGCL provides, in general, that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’shis or her status as such, whether or not the corporation would have the power to indemnify suchthe person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the requestSection 145 of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.DGCL.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoingCharter contains provisions or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

In accordance with Section 102(b)(7) of the DGCL, our certificate of incorporation will provide that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of the members of the Combined Company’s board of directors, then, in accordance with our certificate of incorporation,and the liability of our directors to us or our stockholdersCombined Company’s amended and restated bylaws, which will be eliminated or limited toeffective upon the fullest extent authorized byconsummation of the DGCL, as so amended. Any repeal or amendmentBusiness Combination, will provide that the Combined Company will indemnify each of provisionsthe members of our certificate of incorporation limiting or eliminating the liabilityCombined Company’s board of directors whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.

Our certificate of incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to our certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our Board of Directors, except for proceedings to enforce rights to indemnification.

The right to indemnification conferred by our certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our certificate of incorporation or otherwise.

The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

Any repeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our certificate of incorporation.

II-3

Our bylaws, which we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement of expenses and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our Board of Directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

We will enter into indemnity agreements with each of our officers and directors a form of which is filed as Exhibit 10.6 to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware lawlaw. The Combined Company’s bylaws will also provide the board of directors with discretion to indemnify employees and agents of the Combined Company.

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The Combined Company intends to advanceenter into indemnification agreements with each of its directors and executive officers and certain other key employees. The indemnification agreements will provide that the Combined Company will indemnify each of its directors and executive officers and such other key employees against any and all expenses incurred by such director, executive officer or other key employee because of his or her status as a resultone of any proceeding against them as to which they could be indemnified.

Pursuantthe Combined Company’s directors, executive officers or other key employees, to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnifyfullest extent permitted by Delaware law, the UnderwritersCharter and the Underwriters have agreedCombined Company’s amended and restated bylaws. In addition, the indemnification agreements will provide that, to indemnify us against certain civil liabilities that may bethe fullest extent permitted by Delaware law, the Combined Company will advance all expenses incurred by its directors, executive officers and other key employees in connection with this offering, including certain liabilities under the Securities Act.a legal proceeding involving his or her status as a director, executive officer or key employee.

Item 15.Recent Sales of Unregistered Securities.Securities

ROCC has not sold any securities within the past three years which were not registered under the Securities Act except as follows:

·In February 2019, CR Financial Holdings, Inc., an entity affiliated with Roth Capital Partners, LLC, purchased an aggregate of 100 shares for an aggregate purchase price of $25,000. On June 29, 2020, we effected a dividend of 43,125 shares for each share outstanding resulting in there being an aggregate of 4,312,500 shares outstanding. On August 31, 2020, CR Financial Holdings, Inc. transferred 1,437,500 shares of common stock back to us for nominal consideration, which shares were cancelled. That same day, CHLM Sponsor-1 LLC, an entity affiliated with Craig-Hallum Capital Group LLC, and certain of our directors, officers and affiliates of our management team purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares for an aggregate purchase price of $6,485.56. As of the date hereof, there are an aggregate of 2,875,000 shares outstanding, which shares we refer to herein as “founder shares” or “insider shares,” which includes an aggregate of up to 375,000 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. Because these offers and sales were made in transactions not involving a public offering, the shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Private Placements in Connection with ROCC IPO

·

Our stockholders prior to this offering have committed to purchase from us an aggregate of 260,000 (or 275,000 if the over-allotment option is exercised in full) units, or “private units,” at $10.00 per private unit (for a total purchase price of $2,600,000 (or $2,750,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Because this offer and sale is being made to existing stockholders, the sale does not involve a public offering and is

In February 2019, CR Financial Holdings, Inc., an entity affiliated with Roth, purchased an aggregate of 100 shares of ROCC Common Stock for an aggregate purchase price of $25,000. On June 29, 2020, ROCC effected a dividend of 43,125 shares for each share outstanding resulting in there being an aggregate of 4,312,500 shares outstanding. On August 31, 2020, CR Financial Holdings, Inc. transferred 1,437,500 shares of ROCC Common Stock back to ROCC for nominal consideration, which shares were cancelled. That same day, the Sponsor, an entity affiliated with Craig-Hallum, and certain of ROCC’s directors, officers and affiliates of our management team (the “ROCC Insiders”) purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares for an aggregate purchase price of $6,485.56. Prior to the consummation of ROCC’s IPO, there were an aggregate of 2,875,000 shares outstanding. Because these offers and sales were made in transactions not involving a public offering, the shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Prior to the IPO, the ROCC Insiders committed to purchase an aggregate of 275,000 units, or “private units,” at $10.00 per private unit for a total purchase price of $2,750,000. These purchases took place on a private placement basis simultaneously with the consummation of the IPO. Because this offer and sale was made to existing stockholders, the sale did not involve a public offering and was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to suchthe foregoing sales.

PIPE Investment

In connection with entering into the Merger Agreement, ROCC entered into the subscription agreements, each dated as of April 14, 2021, with certain institutions and accredited investors, pursuant to which, among other things, ROCC agreed to the PIPE Investment.

The PIPE Investment closed immediately prior to the Business Combination on the Closing Date.

The shares issued to such institutions and accredited investors in the PIPE Investment on the Closing Date were issued pursuant to and in accordance with the exemption from registration under the Securities Act, under Section 4(a)(2) and/or Regulation D promulgated under the Securities Act.

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Item 16.Exhibits and Financial Statement Schedules.

The following is a list of exhibits filed as a part of this registration statement:

(a) Exhibits

(a)

The following exhibits are filed as part of this Registration Statement:

II-4

Exhibit No.Description
1.1

Exhibit
Number

Form

Description of Underwriting Agreement.Exhibit

1.2

2.1

Agreement and Plan of Merger, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Roth CH II Merger Sub Corp. and Reservoir Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Roth CH Acquisition II Co.’s Current Report on Form of Business Combination Marketing Agreement.8-K filed with the SEC on April 15, 2021).†

3.1

Certificate of Incorporation.

3.2Certificate of Amendment to Certificate of Incorporation.
3.3Certificate of Amendment to Certificate of Incorporation.
3.4Form of Amended and Restated Certificate of Incorporation.Incorporation of Roth CH Acquisition II Co. (incorporated by reference to Exhibit 3.1 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

3.5

3.2

Bylaws.Bylaws of Roth CH Acquisition II Co. (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 filed with the SEC on November 24, 2020).

4.1

3.3

Specimen Unit Certificate.Form of the Second Amended and Restated Certificate of Incorporation of Reservoir Media, Inc. to be effective upon the consummation of the Business Combination.

4.2

3.4

Form of the Amended and Restated Bylaws of Reservoir Media, Inc. to be effective upon the consummation of the Business Combination.

4.1

Specimen Common Stock Certificate.Certificate (incorporated by reference to Exhibit 4.2 to the Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on December 7, 2020).

4.3

4.2

Specimen Warrant Certificate.Certificate (incorporated by reference to Exhibit 4.3 to the Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on December 7, 2020).

4.4

4.3

Form of Warrant Agreement, dated as of December 10, 2020, by and between Continental Stock Transfer & Trust Company and Roth CH Acquisition II Co. (incorporated by reference to Exhibit 4.1 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the Registrant.SEC on December 16, 2020).

5.1

4.4

Stockholders Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Reservoir Holdings, Inc. and CHLM Sponsor-1 LLC (incorporated by reference to Exhibit 10.5 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

4.5

Lockup Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co. and Reservoir Holdings, Inc.’s executive officers and securityholders (incorporated by reference to Exhibit 10.2 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

5.1

Opinion of Loeb & Loeb LLP.

10.1

Form of Letter AgreementAgreements, dated December 10, 2020, by and among the Registrant,Roth CH Acquisition II Co., Roth Capital Partners, LLC, and Craig-Hallum Capital Group LLC and the Company’sRoth CH Acquisition II Co.’s executive officers, directors and stockholders.securityholders (incorporated by reference to Exhibit 10.1 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

10.2

Form of Investment Management Trust Agreement, dated as of December 10, 2020, by and between Continental Stock Transfer & Trust Company, as trustee, and Roth CH Acquisition II Co. (incorporated by reference to Exhibit 10.2 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the Registrant.SEC on December 16, 2020).

10.3

Form ofStock Escrow Agreement, between the Registrant,dated as of December 10, 2020, by and among Roth CH Acquisition II Co., Continental Stock Transfer & Trust Company, as escrow agent, and the Initial Stockholders.initial securityholders of Roth CH Acquisition II Co. (incorporated by reference to Exhibit 10.3 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

10.4

Subscription Agreement, dated as of December 10, 2020, byRoth CH Acquisition II Co.’s executive officers, directors and securityholders, as accepted and agreed by Roth CH Acquisition II Co. (incorporated by reference to Exhibit 10.6 to Roth CH Acquisition II Co.’sCurrent Report on Form 8-K filed with the SEC on December 16, 2020).

10.5

Amended and Restated Registration Rights Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Roth CH Acquisition II Co.’s executive officers, directors and securityholders and Reservoir Holdings, Inc.’s securityholders (incorporated by reference to Exhibit 10.6 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

II-3

10.6

Indemnity Agreements, dated as of December 10, 2020, by and among Roth CH Acquisition II Co. and Roth CH Acquisition II Co.’s executive officers and directors (incorporated by reference to Exhibit 10.5 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

10.7

Acquiror Support Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Reservoir Holdings, Inc. and Roth CH Acquisition II Co.’s executive officers, directors and securityholders (incorporated by reference to Exhibit 10.1 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

10.8

Form of Subscription Agreement, dated as of April 14, 2021, entered into by Roth CH Acquisition II Co. in connection with the PIPE Investment (incorporated by reference to Exhibit 10.3 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

10.10

Form of Registration Rights Agreement, amongdated as of April 14, 2021, entered into by Roth CH Acquisition II Co. in connection with the Registrant,PIPE Investment (incorporated by reference to Exhibit 10.4 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the Initial Stockholders and Continental Stock Transfer & Trust Company.SEC on April 15, 2021).

10.5

10.11

Commitment Letter, dated April 14, 2021, byTruist Bank and Truist Securities, Inc., as accepted and agreed by Reservoir Media Management, Inc. (incorporated by reference to Exhibit 10.7 to Roth CH Acquisition II Co.’s Current Report on Form of Subscription Agreement among8-K filed with the Registrant, the Initial Stockholders, Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC.SEC on April 15, 2021).

10.6

10.12

Form of Indemnity Agreement.Reservoir Media, Inc. 2021 Omnibus Incentive Plan.*

14.1

10.13

FormLetter of Code of Ethics.Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc. and Golnar Khosrowshahi.*

23.1

10.14

Amended and Restated Letter of Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc. and Rell Lafargue.*

10.15

Amended Letter of Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc. and Jim Heindlmeyer.*

21.1

Subsidiaries of the Registrant.

23.1

Consent of Marcum LLP.

23.2

Consent of Deloitte & Touche LLP.

23.3

Consent of Loeb & Loeb LLP (included in Exhibit 5.1).

99.1

24.1

Power of Attorney (included on the signature page to the initial filing of this Registration Statement on Form of Audit Committee Charter.S-1).

99.2

101.INS

Form of Corporate Governance and Nominating Committee Charter.

XBRL Instance Document

99.3

101.CAL

Form of Compensation Committee Charter.

XBRL Taxonomy Extension Calculation Linkbase Document

99.4

101.SCH

Consent of Molly Hemmeter.

XBRL Taxonomy Extension Schema Document

99.5

101.DEF

Consent of Daniel M. Friedberg.

XBRL Taxonomy Extension Definition Linkbase Document

99.6

101.LAB

Consent

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Schedules have been omitted pursuant to Item 601(a)(5) of Adam Rothstein.Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

*

Previously filed.

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Undertakings

Item 17. Undertakings.The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement:
(a)(i)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;statement.

iii.(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(2)(i)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-6II-5

iii.(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5)That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b)The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)The undersigned registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, of 1933, the registrant has duly caused this registration statementAmendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York,Newport Beach, State of California on the 7th day of December, 2020.

July 23rd, 2021.

ROTH CH ACQUISITION II CO.

By:

By:

/s/ Byron Roth

Name:

Name: Byron Roth

Title:

Chief Executive Officer and

Title:   CEO & Chairman of the Board

SIGNATURES

Pursuant to the requirements of the Securities Act, of 1933, this Amendment No. 1 to the Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated.

Name

Position

Date

Signature

Title

Date

  /s/

/s/ Byron Roth

Chairman and Chief Executive Officer (Principal Executive Officer) and Chairman of the Board

December 7, 2020

Byron Roth

(Principal Executive Officer)

July 23, 2021

  /s/

/s/ Gordon Roth

Chief Financial Officer

December 7, 2020

Gordon Roth

(Principal Financial and Accounting and Financial Officer)

July 23, 2021

  /s/

*

John Lipman

Chief Operating Officer and Director

December 7, 2020

July 23, 2021

John Lipman

*

Molly Montgomery

Director

July 23, 2021

*

Adam Rothstein

Director

July 23, 2021

*

Daniel M. Friedberg

Director

July 23, 2021

*By:

/s/ Byron Roth

Name: Byron Roth

Title: Attorney-in-Fact

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