Item
7.01. Regulation FD Disclosure.
As previously announced, Roth CH Acquisition II
Co. (“ROCC”), Roth CH II Merger Sub Corp. and Reservoir Holdings, Inc. (“Reservoir”) entered into an agreement and plan of merger, dated as of April 14,
2021 (the “Merger Agreement”), a copy of which was filed with the Current Report on Form 8-K by ROCC on April 15, 2021.
On July 12, 2021, ROCC issued a press release announcing that a
special meeting of stockholders to consider the Merger Agreement and other matters related to the business combination with
Reservoir had been set for July 27, 2021, at which special meeting stockholders of record as of July 7, 2021 (the “Record
Date”) would be entitled to vote regarding such matters. The press release is attached as exhibit 99.1 hereto and is
incorporated herein by reference.
The information set forth under this Item 7.01, including exhibit
99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
In connection with the proposed merger with
Reservoir pursuant to the Merger Agreement (the “Merger”) as more fully described in the Current Report on Form 8-K
filed by ROCC with the the Securities and Exchange Commission (the “SEC”) on April 15, 2021, ROCC filed a definitive proxy statement
with the SEC on July 8, 2021 for the special meeting of stockholders of ROCC. ROCC urges its investors, stockholders and other
interested persons to read the definitive proxy statement as well as other documents filed with the SEC because these documents
contain important information about ROCC, Reservoir and the Merger. The definitive proxy statement will be mailed or otherwise made
available to stockholders of ROCC as of the Record Date for voting on the Merger. The stockholders of ROCC will also be able to
obtain a copy of the definitive proxy statement, without charge, by directing a request to: Roth CH Acquisition II Co., 888 San
Clemente Drive, Suite 400, Newport Beach, California 92660. The definitive proxy statement can also be obtained, without charge, at
the SEC’s website at www.sec.gov.
Participants in the Solicitation
ROCC and Reservoir and their respective directors
and executive officers may be considered participants in the solicitation of proxies with respect to the Merger under the rules of the
SEC. Information about the directors and executive officers of ROCC and any persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the stockholders of ROCC in connection with the Merger is set forth in the definitive proxy statement filed by
ROCC with the SEC on July 8, 2021. These documents can be obtained free of charge from the sources set forth
in the preceding paragraph.
Non-Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger and shall not
constitute an offer to sell or a solicitation of an offer to buy the securities of ROCC or Reservoir, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive prospectus
meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, as amended,
including statements about the parties’ ability to close the Merger, the anticipated benefits of the Merger, and the financial condition,
results of operations, earnings outlook and prospects of ROCC and/or Reservoir and may include statements for the period following the
consummation of the Merger. In addition, any statements that refer to projections (including EBITDA, adjusted EBITDA, EBITDA margin and
revenue projections), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. These forward-looking statements are typically identified by words such as “plan,” “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.
These forward-looking statements are based on
the current expectations of the management of ROCC and Reservoir, as applicable, and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statements. 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 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 discussed and identified in public filings made with the SEC by ROCC
and the following:
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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;
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Reservoir’s ability to invest in growth initiatives and pursue acquisition opportunities;
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the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
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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;
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the inability to consummate the Merger due to, among other things, the failure to obtain the ROCC’s stockholder approval for the
Merger Agreement and/or certain regulatory approvals or satisfy other conditions to closing in the Merger Agreement;
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the inability to obtain or maintain the listing of ROCC common stock on The Nasdaq Capital Market following the consummation of the Merger;
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the risk that the announcement and consummation of the Merger disrupts Reservoir’s current
plans and operations;
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the ability to achieve the anticipated benefits of the Merger, 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;
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unexpected costs related to the Merger;
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the amount of any redemptions by existing holders of ROCC common stock being greater than expected;
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limited liquidity and trading of ROCC’s securities;
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geopolitical risk and changes in applicable laws or regulations;
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the possibility that ROCC and/or Reservoir may be adversely affected by other economic, business and/or competitive factors;
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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;
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litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands
on Reservoir’s resources;
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risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the COVID-19 pandemic may have an adverse effect on ROCC’s and/or Reservoir’s business operations, as well as their respective financial condition and results of operations; and
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the risks that the consummation of the Merger is substantially delayed or does not occur.
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Should one or more of these risks or uncertainties
materialize or should any of the assumptions made by the management of ROCC and Reservoir, as applicable, 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 Merger or other matters addressed in this Current Report on Form 8-K 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
Current Report on Form 8-K. 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 Current Report on Form 8-K to reflect
the occurrence of unanticipated events.