Item 1.01. Entry into a Material Definitive Agreement.

Item 2.01 of this Current Report on Form 8-K discusses the consummation of the Business Combination and various other transactions and events contemplated by the Merger Agreement which took place on the Closing Date and is incorporated herein by reference.





RMM Credit Agreement

In connection with the consummation of the Business Combination, Reservoir Media Management, Inc., a Delaware corporation and a wholly-owned subsidiary of Reservoir Holdings ("RMM"), completed a refinancing of its existing senior secured revolving credit facility (the "Debt Refinancing"), pursuant to that certain Fourth Amended and Restated Credit Agreement, dated as of July 28, 2021 (the "RMM Credit Agreement"), by and among RMM, RMI, the lenders party thereto from time to time and Truist Bank, as administrative agent. The RMM Credit Agreement provides RMM with a senior secured revolving credit facility in the amount of US$248,750,000 (such facility, the "Senior Credit Facility").

The Senior Credit Facility has a scheduled maturity date of October 16, 2024. In addition to payment of the fees and expenses related to the Debt Refinancing, proceeds of the Senior Credit Facility may be used to finance RMM's music publishing investments and for other general corporate purposes.

Borrowings under the RMM Credit Agreement bear interest at a rate equal to either the sum of a base rate plus a margin of 1.25% or the sum of a LIBO rate plus a margin of 2.25%. RMM is also required to pay an unused fee in respect of unused commitments under the RMM Credit Facility, if any, at a rate of 0.25% per annum.

Each of RMI, Reservoir Holdings and certain subsidiaries of RMM have provided guarantees of RMM's obligations under the RMM Credit Agreement. Substantially all tangible and intangible assets of RMI, Reservoir Holdings, RMM and the other guarantors are pledged as collateral to secure the obligations of RMM under the RMM Credit Agreement, including accounts, receivables, cash and cash equivalents, deposit accounts, securities accounts, commodities accounts, inventory and certain intercompany debt owing to RMI or its subsidiaries.

The RMM Credit Agreement contains customary covenants limiting the ability of RMI, Reservoir Holdings, RMM and certain of its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements. In addition, RMI, on a consolidated basis with its subsidiaries, must comply with financial covenants requiring RMI to maintain (i) a total leverage ratio of no greater than 6.00:1.00 as of the end of each fiscal quarter, (ii) a fixed charge coverage ratio of not less than 1.25:1.00 for each four fiscal quarter period and (iii) a consolidated senior debt to library value ratio of 0.55, subject to certain adjustments. If RMM does not comply with the covenants in the RMM Credit Agreement, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding under the Senior Credit Facility. . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 27, 2021, ROCC held a special meeting of stockholders (the "Special Meeting"), at which the stockholders of ROCC considered and adopted, among other things, a proposal to approve the Business Combination and the other transactions contemplated by the Merger Agreement and related agreements described in the definitive proxy statement relating to the Business Combination (the "Proxy Statement") filed by ROCC with the Securities and Exchange Commission (the "SEC") on July 8, 2021. Certain terms and conditions of the Merger Agreement are described in the Proxy Statement in the section titled "Proposal 1-The Business Combination Proposal" beginning on page 75 thereof, which description is incorporated herein by reference. The parties consummated the Business Combination on July 28, 2021 and, in connection with the consummation of the Business Combination, "Roth CH Acquisition II Co." was renamed "Reservoir Media, Inc."

Immediately prior to the effective time of the Business Combination (the "Effective Time"), each share of Series A preferred stock, par value $0.00001 per share, of Reservoir Holdings that was issued and outstanding immediately prior to the Effective Time was automatically converted immediately prior to the Effective Time into a number of shares of common stock, par value $0.00001 per share, of Reservoir Holdings (the "Reservoir Holdings Common Stock") at the then-effective conversion rate as calculated pursuant to Reservoir Holdings' second amended and restated certificate of incorporation as in effect as of the Effective Time (the "Reservoir Holdings Preferred Stock Conversion").

At the Effective Time (and, for the avoidance of doubt, following the Reservoir Holdings Preferred Stock Conversion):

· each share of the Reservoir Holdings Common Stock (including the Reservoir


   Holdings Common Stock resulting from the Reservoir Holdings Preferred Stock
   Conversion) that was issued and outstanding immediately prior to the Effective
   Time (other than any shares held in treasury immediately prior to the
   consummation of the Business Combination) was canceled and converted into the
   right to receive 196.06562028646 shares of common stock, par value $0.0001 per
   share, of RMI (the "RMI Common Stock");

· each share of the Reservoir Holdings Common Stock held in the treasury of

Reservoir Holdings immediately prior to the Effective Time, if any, was
   cancelled without any conversion thereof and no payment or distribution was
   made with respect thereto;

· each share of common stock of Merger Sub, par value $0.0001 per share, issued


   and outstanding immediately prior to the Effective Time was converted into and
   exchanged for one validly issued, fully paid and non-assessable share of the
   Reservoir Holdings Common Stock; and




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· each option to acquire a share of the Reservoir Holdings Common Stock pursuant

to the Reservoir Holdings, Inc. 2019 Long Term Incentive Plan (a "Reservoir

Holdings Option") that was outstanding immediately prior to the Effective Time . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the RMM Credit Agreement is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K with respect to the issuance of the RMI Common Stock in connection with the consummation of the Business Combination is incorporated herein by reference. The RMI Common Stock issued in connection with the consummation of the Business Combination was issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act in transactions not requiring registration under Section 5 of the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders

On July 28, 2021, in connection with the consummation of the Business Combination, the Company amended and restated ROCC's amended and restated certificate of incorporation (as so amended and restated, the "Second Amended and Restated Certificate of Incorporation") and ROCC's amended and restated bylaws (as so amended and restated, the "Amended and Restated Bylaws"). The material terms of each of the Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are set forth in the Proxy Statement in the sections titled "Proposal 2-The Charter Proposal" and "Description of the Combined Company's Securities" beginning on pages 105 and 200 thereof, respectively, which description is incorporated herein by reference. Copies of the Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The RMI Common Stock and RMI's warrants are expected to commence trading on the Nasdaq Capital Market LLC under the symbols "RSVR" and "RSVRW," respectively, on July 29, 2021, subject to ongoing review of RMI's satisfaction of all listing criteria following the consummation of the Business Combination, in lieu of the ROCC Common Stock and ROCC's warrants, respectively. ROCC's units have automatically separated into the ROCC Common Stock and ROCC's warrants and ceased trading separately on the Nasdaq Capital Market LLC following the consummation of the Business Combination.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note to this Current Report on Form 8-K and Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Effective upon the consummation of the Business Combination, all of the directors and executive officers of ROCC resigned. RMI's directors and executive officers following the consummation of the Business Combination are set forth in the Proxy Statement in the section titled "Management of the Combined Company-Overview of Executive Officers and Directors" beginning on page 174 thereof, which description is incorporated herein by reference. In addition, the board of directors of RMI appointed Ms. Helima Croft to the board of directors of RMI as the Class I director immediately following the consummation of the Business Combination.





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The stockholders of ROCC approved the Equity Incentive Plan at the Special Meeting, and the Company adopted the Equity Incentive Plan in connection with the consummation of the Business Combination. The description of the Equity Incentive Plan is set forth in the Proxy Statement in the section titled "Proposal 5-The Incentive Plan Proposal" beginning on page 112 thereof, which description is incorporated herein by reference.

In addition, the information set forth in Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06 Change in Shell Company Status

As a result of the consummation of the Business Combination, the Company ceased to be a shell company following the consummation of the Business Combination. Certain terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement are described in the Proxy Statement in the section titled "Proposal 1-The Business Combination Proposal" beginning on page 75 thereof, which description is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Reservoir Holdings as of and for the years ended March 31, 2021 and 2020 are included in the Proxy Statement beginning on page F-38 thereof and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of March 31, 2021 and for the three months ended March 31, 2021 and the year ended December 31, 2020 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.





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(d) Exhibits.



 Exhibit No.                               Description
                  Agreement and Plan of Merger, dated as of April 14, 2021, by
                and among Roth CH Acquisition II Co., Roth CH II Merger Sub Corp.
     2.1        and Reservoir Holdings, Inc. (incorporated by reference to
                Exhibit 2.1 to Roth CH Acquisition II Co.'s Current Report on
                Form 8-K filed with the SEC on April 15, 2021).*
     3.1          Second Amended and Restated Certificate of Incorporation of
                Reservoir Media, Inc.
     3.2          Amended and Restated Bylaws of Reservoir Media, Inc.
                  Specimen Common Stock Certificate (incorporated by reference to
     4.1        Exhibit 4.2 to the Amendment No. 1 to Roth CH Acquisition II
                Co.'s Registration Statement on Form S-1 filed with the SEC on
                December 7, 2020).
                  Specimen Warrant Certificate (incorporated by reference to
     4.2        Exhibit 4.3 to the Amendment No. 1 to Roth CH Acquisition II
                Co.'s Registration Statement on Form S-1 filed with the SEC on
                December 7, 2020).
                  Warrant Agreement, dated as of December 10, 2020, by and
                between Continental Stock Transfer & Trust Company and Roth CH
     4.3        Acquisition II Co. (incorporated by reference to Exhibit 4.1 to
                Roth CH Acquisition II Co.'s Current Report on Form 8-K filed
                with the SEC on December 16, 2020).
                  Stockholders Agreement, dated as of April 14, 2021, by and
                among Roth CH Acquisition II Co., Reservoir Holdings, Inc. and
     4.4        CHLM Sponsor-1 LLC (incorporated by reference to Exhibit 10.5 to
                Roth CH Acquisition II Co.'s Current Report on Form 8-K filed
                with the SEC on April 15, 2021).
                  Lockup Agreement, dated as of April 14, 2021, by and among Roth
                CH Acquisition II Co. and Reservoir Holdings, Inc.'s executive
     4.5        officers and securityholders (incorporated by reference to
                Exhibit 10.2 to Roth CH Acquisition II Co.'s Current Report on
                Form 8-K filed with the SEC on April 15, 2021).
                  Letter Agreements, dated December 10, 2020, by and among Roth
                CH Acquisition II Co., Roth Capital Partners, LLC, Craig-Hallum
    10.1        Capital Group LLC and Roth CH Acquisition II Co.'s executive
                officers, directors and securityholders (incorporated by
                reference to Exhibit 10.1 to Roth CH Acquisition II Co.'s Current
                Report on Form 8-K filed with the SEC on December 16, 2020).
                  Stock Escrow Agreement, dated as of December 10, 2020, by and
                among Roth CH Acquisition II Co., Continental Stock Transfer &
    10.2        Trust Company, as escrow agent, and the initial securityholders
                of Roth CH Acquisition II Co. (incorporated by reference to
                Exhibit 10.3 to Roth CH Acquisition II Co.'s Current Report on
                Form 8-K filed with the SEC on December 16, 2020).
                  Amended and Restated Registration Rights Agreement, dated as of
                April 14, 2021, by and among Roth CH Acquisition II Co., Roth CH
                Acquisition II Co.'s executive officers, directors and
    10.3        securityholders and Reservoir Holdings, Inc.'s securityholders
                (incorporated by reference to Exhibit 10.6 to Roth CH Acquisition
                II Co.'s Current Report on Form 8-K filed with the SEC on
                April 15, 2021).
                  Form of Subscription Agreement, dated as of April 14, 2021,
                entered into by Roth CH Acquisition II Co. in connection with the
    10.4        PIPE Investment (incorporated by reference to Exhibit 10.3 to
                Roth CH Acquisition II Co.'s Current Report on Form 8-K filed
                with the SEC on April 15, 2021).
                  Form of Registration Rights Agreement, dated as of April 14,
                2021, entered into by Roth CH Acquisition II Co. in connection
    10.5        with the PIPE Investment (incorporated by reference to
                Exhibit 10.4 to Roth CH Acquisition II Co.'s Current Report on
                Form 8-K filed with the SEC on April 15, 2021).
                  Fourth Amended and Restated Credit Agreement, dated as of
    10.6        July 28, 2021, by and among Reservoir Media Management, Inc.,
                Reservoir Media, Inc., the lenders party thereto from time to
                time and Truist Bank, as administrative agent.*
    10.7          Reservoir Holdings, Inc. 2021 Omnibus Incentive Plan.
                  Letter of Employment, dated April 1, 2021, by and between
                Reservoir Media Management, Inc. and Golnar Khosrowshahi
    10.8        (incorporated by reference to Exhibit 10.13 to Roth CH
                Acquisition II Co.'s Registration Statement on Form S-1 filed
                with the SEC on July 1, 2021).
                  Amended and Restated Letter of Employment, dated April 1, 2021,
                by and between Reservoir Media Management, Inc. and Rell Lafargue
    10.9        (incorporated by reference to Exhibit 10.14 to Roth CH
                Acquisition II Co.'s Registration Statement on Form S-1 filed
                with the SEC on July 1, 2021).
                  Amended Letter of Employment, dated April 1, 2021, by and
                between Reservoir Media Management, Inc. and Jim Heindlmeyer
    10.10       (incorporated by reference to Exhibit 10.15 to Roth CH
                Acquisition II Co.'s Registration Statement on Form S-1 filed
                with the SEC on July 1, 2021).
    21.1          Subsidiaries of Reservoir Media, Inc.
                  Unaudited pro forma condensed combined financial information of
    99.1        the Company as of March 31, 2021 and for the three months ended
                March 31, 2021 and the year ended December 31, 2020.

* Certain of the exhibits and schedules to this Exhibit 2.1 have been omitted in

accordance with Item 601(a)(5) of Regulation S-K. The Company hereby undertakes

to furnish copies of any of the omitted exhibits and schedules to the SEC upon


   its request.




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