Business Context and Reporting Period
Roth CH Acquisition II Co. filed this Form 8-K on July 27, 2021, reporting the results of its special stockholder meeting regarding its proposed business combination with Reservoir Holdings, Inc. The transaction contemplated merging Roth CH II Merger Sub Corp. with and into Reservoir, with Reservoir surviving as a wholly owned subsidiary.
Meeting Results and Key Metrics
- Shares entitled to vote: 14,650,000 shares as of the July 7, 2021 record date.
- Shares represented at the meeting: 10,716,883 shares, or approximately 73.15%, constituting a quorum.
- Redemptions: Holders requested redemption of 10,295,452 shares by the July 23, 2021 redemption deadline.
- Business combination approval: 9,975,780 for, 688,820 against, and 52,283 abstentions.
- Nasdaq-related issuance approval: 9,973,130 for, 698,170 against, and 54,583 abstentions.
- Incentive plan approval: 9,720,798 for, 941,247 against, and 54,838 abstentions.
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Material Changes and Corporate Actions
- Stockholders approved the merger agreement and the related business combination.
- Stockholders approved changing the post-combination entity’s name from Roth CH Acquisition II Co. to Reservoir Media, Inc.
- Stockholders approved the proposed amended and restated certificate of incorporation, including removal of blank-check-company provisions, authorization of up to 750,000,000 common shares and 75,000,000 preferred shares, and specified supermajority voting provisions.
- Stockholders approved the issuance of more than 20% of the company’s outstanding common stock in connection with the merger and PIPE investment under applicable Nasdaq rules.
- Eight directors were approved to serve upon consummation of the business combination: Rell Lafargue, Neil de Gelder, Stephen M. Cook, Jennifer G. Koss, Adam Rothstein, Golnar Khosrowshahi, Ezra S. Field, and Ryan P. Taylor.
Outlook, Risks, and Unusual Items
The approvals were prerequisites to consummation of the business combination; however, this filing does not state that the transaction had closed as of July 27, 2021. The exceptionally high level of requested redemptions—10,295,452 shares—may materially affect the transaction’s post-closing capitalization and available cash, but the filing does not quantify the resulting capital structure or liquidity.
Investor Verification Checklist
- Verify the actual closing date and final terms of the Reservoir business combination.
- Verify the number of shares ultimately redeemed and the resulting ownership and capitalization.
- Review the PIPE investment size, pricing, and final proceeds.
- Confirm the post-closing name, Nasdaq listing, board composition, and authorized share structure.
- Review subsequent filings for Reservoir Media, Inc.’s financial condition, liquidity, debt, operating results, and integration or transaction risks.