Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


             Year.

As approved by its stockholders at the Special Meeting of Stockholders held on May 17, 2023 (the "Special Meeting"), Roth CH Acquisition V Co., a Delaware corporation (the "Company"), filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 17, 2023 (the "Charter Amendment"), to give the Company the right 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 foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 17, 2023, the Company held the Special Meeting. On May 1, 2023, the record date for the Special Meeting, there were 14,836,500 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 11,058,103 shares of common stock of the Company or 74.53% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.





1. Extension Amendment

Stockholders approved the proposal to amend the Company's amended and restated certificate of incorporation, giving the Company the right 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"). Adoption of the Extension Amendment required approval by the affirmative vote of at least a majority of the Company's outstanding shares of common stock. The voting results were as follows:





   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
10,802,488   255,615      0             0


Item 8.01. Other Events.

In connection with the stockholders' vote at the Special Meeting, 8,989,488 shares of common stock were tendered for redemption.

Item 9.01 Financial Statements and Exhibits






Exhibit
Number    Description
  3.1       Amendment to the Amended and Restated Certificate of Incorporation of
          Roth CH Acquisition V Co. dated May 17, 2023
104       Cover Page Interactive Data File, formatted in Inline Extensible
          Business Reporting Language (iXBRL)

© Edgar Online, source Glimpses