Item 8.01 Other Events
As previously disclosed,
Roth CH Acquisition V Co. (the “Company”) has called a special meeting (the “Meeting”) for stockholders to consider
and vote on a proposal to amend the Company’s amended and restated certificate of incorporation, to extend the date by which the
Company has to consummate a business combination up to six (6) times, each such extension for an additional one (1) month period, from
June 3, 2023 to December 4, 2023 (the “Extension Amendment”).
As described in the proxy
statement dated May 5, 2023 mailed in connection with the Meeting (the “Proxy Statement”), pursuant to the Inflation Reduction
Act of 2022 (the “IR Act”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including
redemptions) of stock by “covered corporations” occurring on or after January 1, 2023. As a result, any share redemption or
other share repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may
be subject to the excise tax. Notwithstanding the foregoing, except for franchise taxes and income taxes, the proceeds placed in the trust
account established for the benefit of the Company’s public stockholders and maintained by Continental Stock Transfer & Trust
Company, acting as trustee, and the interest earned thereon, shall not be used to pay for possible excise tax or any other fees or taxes
that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under
the IR Act on any redemptions or stock buybacks by us.
Forward-Looking Statements
This Current Report on
Form 8-K (this “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements
are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause
actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences
include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Securities
and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Participants in the
Solicitation
The Company and its directors,
executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies from the securityholders of the Company in favor of the approval of the Extension Amendment. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the
Proxy Statement, which may be obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
Additional Information
and Where to Find It
The Company urges investors,
stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because
these documents will contain important information about the Company and the Extension Amendment. Stockholders may obtain copies of the
Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s
proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565,
Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.