Business Context and Reporting Period
This Form 8-K was filed by ROC Energy Acquisition Corp., not Drilling Tools International Corp. The report covers the consummation of the company’s initial public offering on December 6, 2021, with the over-allotment option exercised on December 9, 2021. ROC Energy Acquisition Corp. is a special purpose acquisition company.
Key Financial Metrics
- The IPO initially issued 18,000,000 units at $10.00 per unit, generating $180.0 million of gross proceeds.
- The sponsor’s initial private placement consisted of 715,000 units at $10.00 per unit, generating $7.15 million.
- Underwriters exercised the full option to purchase 2,700,000 additional units at $10.00 per unit, generating $27.0 million.
- The sponsor purchased an additional 81,000 private placement units, generating $0.81 million.
- The filing states that $209.07 million was placed in a U.S.-based trust account, consisting of $201.11 million from the IPO and $7.96 million from private sales.
- The filing does not provide revenue, profit, operating cash flow, margins, debt, or other operating-company financial metrics.
Material Changes Versus the Prior Comparable Period
No prior comparable operating period is presented. The material events were the completion of the IPO, the private placements, and the subsequent full exercise of the underwriters’ over-allotment option.
Guidance, Outlook, Risks, and Unusual Items
- The filing does not provide financial guidance or management projections.
- Proceeds are held in trust pending the company’s future business-combination activities; the filing text does not identify a target or provide transaction terms.
- The filing includes an audited balance sheet as of December 6, 2021, but that balance sheet excludes the over-allotment and related private-placement proceeds completed after that date.
- The securities comprise common stock, rights exchangeable for one-tenth of a common share, and units traded on Nasdaq under ROCAU, ROC, and ROCAR, respectively.
Investor Verification Items
- Confirm that the filing relates to ROC Energy Acquisition Corp. rather than Drilling Tools International Corp.
- Review Exhibit 99.1 for the audited December 6, 2021 balance sheet and reconciliation of IPO proceeds.
- Verify the final trust-account balance after including the December 9 over-allotment proceeds.
- Review the company’s subsequent filings for its intended business combination, redemption terms, and use of trust-account funds.