Docoh
Loading...

PCT PureCycle

Filed: 16 Mar 21, 1:15pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

March 16, 2021

Date of Report (Date of earliest event reported)

 

ROTH CH ACQUISITION I CO.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-39282 83-3584792
(State or other jurisdiction
of incorporation)
 

(Commission File Number)

 

 (I.R.S. Employer
Identification No.) 

 

888 San Clemente Drive, Suite 400

Newport Beach, CA

 92660
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (949) 720-5700

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on
which registered
Common Stock ROCH The Nasdaq Stock Market LLC
Warrants ROCHW The Nasdaq Stock Market LLC
Units ROCHU The Nasdaq Stock Market LLC

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

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 13(a) of the Exchange Act. ¨

 

 

 

 

 
 

 

Item 5.07. Submissions of Matters to a Vote of Security Holders. 

 

As previously reported, on November 16, 2020, Roth CH Acquisition I Co. (“ROCH” or the “Company”) entered into an agreement and plan of merger (the “Agreement and Plan of Merger”), with Roth CH Acquisition I Co. Parent Corp. (“ParentCo”), Roth CH Merger Sub Corp. (“Merger Sub Corp”), Roth CH Merger Sub LLC (“Merger Sub LLC”) and PureCycle Technologies LLC (“PCT”). Upon the closing of the transactions contemplated in the Agreement and Plan of Merger, each of the following transactions will occur in the following order: (i) Merger Sub Corp will merge with and into ROCH (the “RH Merger”), with ROCH surviving the RH Merger as a wholly-owned subsidiary of ParentCo (the “ROCH Surviving Company”); (ii) simultaneously with the RH Merger, Merger Sub LLC will merge with and into PCT (the “PCT Merger”), with PCT surviving the PCT Merger as a wholly-owned subsidiary of ParentCo (the “Surviving Company”); and (iii) following the PCT Merger, ParentCo will contribute to the Surviving Company the proceeds of the PIPE Investment, other than the par value of the Common Stock, which will have been disbursed to ROCH, and within two days following the Closing, ROCH Surviving Company will acquire, and ParentCo will contribute to ROCH Surviving Company all of the common units of the Surviving Company directly held by ParentCo after the PCT Merger (the “ParentCo Contribution”), such that, following the ParentCo Contribution, Surviving Company shall be a wholly-owned subsidiary of the ROCH Surviving Company (the RH Merger and the PCT Merger, together with the other transactions related thereto, the “Business Combination”). In addition, in connection with the consummation of the Business Combination, the name of ParentCo is expected to change to PureCycle Technologies, Inc.

 

On March 16, 2021 at 10:00 a.m., Eastern standard time, the Company held a special virtual meeting of its stockholders (the “Special Meeting”) at which the stockholders voted on the following proposals, as set forth below, each of which is described in detail in the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2021, which was first mailed by the Company to its stockholders on or about February 16, 2021. Capitalized terms used but not defined herein have the meaning given them in the Proxy Statement/Prospectus.

 

As of February 12, 2021, the record date for the Special Meeting, there were 9,828,000 shares of Common Stock issued and outstanding and entitled to vote. There were 6,781,223 shares of Common Stock represented by proxy at the Special Meeting. The final voting results for each proposal submitted to the stockholders of the Company at the Special Meeting are included below.

 

Each of the proposals described below was approved by the Company’s stockholders. As of the end of the redemption period, public stockholders had requested the redemption of 5,100 shares of Common Stock.

 

PROPOSALS:

 

PROPOSAL 1:

 

To approve and adopt the Agreement and Plan of Merger, dated as of November 16, 2020 pursuant to which the Company will engage in the Business Combination with PCT.

 

ForAgainstAbstain
 6,780,469 75 679

 

 

 

 

PROPOSAL 2:

 

To approve the following material differences between the organizational documents of ParentCo that will be in effect upon the closing of the Business Combination and ROCH’s current amended and restated certificate of incorporation, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission as separate sub-proposals, referred to in the Proxy Statement collectively as the Charter Proposals. Each of the sub-proposals received the following votes:

 

Charter Proposal 2A: To approve the change of the Company’s name to “PureCycle Technologies, Inc.” and remove certain provisions related to its status as a special purpose acquisition company.

 

ForAgainstAbstain
6,780,461 81 681

 

Charter Proposal 2B: To approve the increase in the Company’s authorized common stock to 250,000,000 shares.

 

ForAgainstAbstain
 6,726,032 50,080 5,111

 

Charter Proposal 2C: To approve the creation of a class of undesignated preferred stock comprising 25,000,000 shares and authorize the Company’s Board of Directors to approve the issuance and terms thereof by resolution.

 

ForAgainstAbstain
 6,734,653 42,405 4,165

 

Charter Proposal 2D: To approve the prohibition of stockholders acting by written consent.

 

ForAgainstAbstain
 6,699,742 59,892 21,589

 

Charter Proposal 2E: To approve provisions in the proposed certificate that provide that special meetings of the stockholders may be called at any time only by the Chairman of the Board, the Chief Executive Officer or the Secretary at the request of the Chairman, CEO or a majority of the total directors that ParentCo would have were there no vacancies on the board of directors.

 

ForAgainstAbstain
 6,701,911 58,936 20,376

 

 

 

 

Charter Proposal 2F: To approve the classification of the board of directors into three separate classes until the first annual meeting of stockholders held after the fifth anniversary of the effectiveness of the Amended and Restated Certificate of Incorporation adopted in connection with the Business Combination (the “Sunset Date”), with directors in each class serving a three-year term.

 

ForAgainstAbstain
 6,718,626 52,144 10,453

 

Charter Proposal 2G: To approve provisions permitting the holders of a majority of the outstanding shares of capital stock to remove a director from office only for cause prior to the Sunset Date.

 

ForAgainstAbstain
 6,703,106 57,804 20,313

 

Charter Proposal 2H: To approve provisions requiring the vote of at least two-thirds of the voting power of outstanding shares of capital stock to amend certain provisions of the Certificate of Incorporation prior to the Sunset Date.

 

ForAgainstAbstain
 6,754,046 9,355 17,822

 

Charter Proposal 2I: To approve provisions requiring the vote of at least two-thirds of the voting power of outstanding shares of capital stock to amend certain provisions of the Bylaws prior to the Sunset Date.

 

ForAgainstAbstain
 6,754,256 9,105 17,862

 

PROPOSAL 3:

 

To approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market, LLC, the issuance of more than 20% of the current total issued and outstanding common stock of the Company in connection with the consummation of the Business Combination.

 

ForAgainstAbstain
 6,776,016 3,068 2,139

 

 

 

 

PROPOSAL 4:

 

To approve the election of seven directors.

 

Each of the director nominees received the following votes:

 

Director NomineeClassFor

 

Withhold

Michael OtworthIII 5,550,765 1,230,458
Tanya BurnellI 6,779,735 1,488
Richard BrennerII 4,464,862 2,316,361
Dr. John ScottI 5,550,765 1,230,458
Jeffrey FielerII 5,600,765 1,180,458
Timothy GlocknerI 5,600,765 1,180,458
Fernando MusaIII 5,600,765 1,180,458

 

PROPOSAL 5:

 

To approve the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan to be effective after consummation of the Business Combination.

 

ForAgainstAbstain
 5,263,110 1,512,168 5,945

 

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 16, 2021

 

ROTH CH ACQUISITION I CO. 
   
By:/s/ Byron Roth 
Name:Byron Roth 
Title:Chairman & Chief Executive Officer