Nasdaq Staff Determination Letter

Rhea-AI Summary

Roth CH Acquisition V Co. (ROCL) received a delisting notice from Nasdaq on December 2, 2024, for failing to complete an initial business combination within the required 36-month timeframe following its IPO registration statement. Trading of ROCL securities will be suspended on Nasdaq starting December 9, 2024. The company has until December 9 to request a hearing before the Nasdaq Hearings Panel.

ROCL is currently working to complete its previously announced business combination with New Era Helium Corp. The company submitted all merger certificates in Delaware and Nevada on December 6, 2024, and believes the closing is imminent.

Positive

• Merger certificates submitted in Delaware and Nevada, indicating progress towards business combination completion
• Closing of business combination with New Era Helium Corp reported as imminent

Negative

• Received Nasdaq delisting notice due to non-compliance with business combination timeline
• Trading suspension scheduled for December 9, 2024
• Risk of delisting from Nasdaq

Insights

Financial Analyst

This Nasdaq delisting notice represents a critical situation for ROCL. The SPAC has reached its 36-month deadline without completing a business combination, triggering automatic delisting procedures. While the company claims to be near closing its merger with New Era Helium Corp, timing is extremely tight with trading suspension set for December 9. If the merger isn't completed before suspension, shareholders could face significant liquidity challenges. SPACs typically must return funds to investors if they fail to complete a merger within the specified timeframe, which could mean liquidation at NAV. The imminent nature of this deadline creates substantial uncertainty for investors, though the filed merger certificates suggest possible last-minute completion.

Legal Expert

The Nasdaq staff determination represents a serious regulatory compliance issue under IM 5101-2, which governs SPAC listings. While ROCL has the right to request a hearing by December 9, such appeals rarely succeed without concrete evidence of imminent deal completion. The submission of merger certificates in Delaware and Nevada on December 6 may provide grounds for a temporary stay of delisting, but the timeline is extremely compressed. The regulatory mechanics here are clear - without completed business combination documentation, trading suspension will proceed automatically. This creates significant legal and procedural hurdles for maintaining listing status, even if the merger closes shortly after the deadline.

NEWPORT BEACH, Calif.--(BUSINESS WIRE)-- On December 2, 2024, Roth CH Acquisition V Co. , a Delaware corporation (“ROCL” or the “Company”), received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2, and was therefore subject to delisting. The Company has until December 9, 2024 to request a hearing before the Nasdaq Hearings Panel. Trading in the Company’s securities on Nasdaq will be suspended at the opening of business on December 9, 2024.

The Company continues to work towards consummating its previously announced business combination with New Era Helium Corp. All certificates of merger were submitted for filing in Delaware and Nevada on Friday, December 6, 2024, and the Company believes that closing is imminent.

About Roth CH Acquisition V Co.

Roth CH Acquisition V Co. is a blank check company incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Roth CH Acquisition V Co. is jointly managed by affiliates of Roth Capital Partners and Craig-Hallum Capital Group. Its initial public offering occurred on December 3, 2021. For more information, visit https://www.rothch.com/.

About New Era Helium Corporation

NEH is an exploration and production company that sources helium produced in association with the production of natural gas reserves in North America. The company currently owns and operates over 137,000 acres in Southeast New Mexico and has over 1.5 billion cubic feet of proved, and probable helium reserves. More information can be found at www.newerahelium.com.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, ROCL’s and NEH’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” “intends,” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in ROCL’s final prospectus for its initial public offering, filed with the SEC on December 2, 2021, under the heading “Risk Factors.” These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and ROCL and NEH believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither ROCL nor NEH is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

In addition to factors previously disclosed in ROCL’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) expectations regarding NEH’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and NEH’s ability to invest in growth initiatives and pursue acquisition opportunities; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; (iii) the outcome of any legal proceedings that may be instituted against ROCL or NEH following announcement of the proposed business combination and the transactions contemplated thereby; (iv) the inability to complete the proposed business combination due to, among other things, the failure to obtain Roth CH V stockholder approval on the expected terms and schedule, as well as the risk that regulatory approvals required for the proposed business combination are not obtained or are obtained subject to conditions that are not anticipated; (v) the failure to meet the minimum cash requirements of the business combination agreement due to ROCL stockholder redemptions and the failure to obtain replacement financing; the inability to complete the concurrent PIPE, (vi) the risk that the proposed business combination or another business combination may not be completed by ROCL’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; (vii) the risk that the announcement and consummation of the proposed business combination disrupts NEH’s current operations and future plans; (viii) the ability to recognize the anticipated benefits of the Proposed Business Combination; (ix) unexpected costs related to the proposed business combination; (x) limited liquidity and trading of ROCL’s securities; (xi) geopolitical risk and changes in applicable laws or regulations; (xii) the possibility that ROCL and/or NEH may be adversely affected by other economic, business, and/or competitive factors; (xiii) operational risk; (xiv) risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations; and (xv) the risks that the consummation of the proposed business combination is substantially delayed or does not occur.

Any financial projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond ROCL’s and NEH’s control. While all projections are necessarily speculative, ROCL and NEH believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that ROCL and NEH, or their representatives, considered or consider the projections to be a reliable prediction of future events.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

The foregoing list of factors is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in ROCL and is not intended to form the basis of an investment decision in ROCL. Readers should carefully review the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of the Registration Statement and the other reports, which ROCL has filed or will file from time to time with the SEC. There may be additional risks that neither ROCL nor NEH presently know, or that ROCL and NEH currently believe are immaterial, that could cause actual results to differ from those contained in forward looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. All subsequent written and oral forward-looking statements concerning ROCL and NEH, the proposed business combination or other matters and attributable to ROCL and NEH or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above

View source version on businesswire.com: https://www.businesswire.com/news/home/20241206291836/en/

Contact Information

Roth CH Acquisition V Co.

RothCH@roth.com

New Era Helium Corp.

E. Will Gray II

CEO, NEH

Will@NewEraHelium.com

Jonathan Paterson

Investor Relations

Jonathan.Paterson@harbor-access.com

Tel +1 475 477 9401

Source: Roth CH Acquisition V Co.

FAQ

Why is ROCL being delisted from Nasdaq?

ROCL is facing delisting because it failed to complete an initial business combination within 36 months of its IPO registration statement's effective date, violating Nasdaq IM 5101-2.

When will ROCL stock be suspended from trading on Nasdaq?

ROCL stock trading will be suspended on Nasdaq at the opening of business on December 9, 2024.

What is the status of ROCL's merger with New Era Helium Corp?

ROCL submitted all merger certificates in Delaware and Nevada on December 6, 2024, and reports that the closing is imminent.

What options does ROCL have regarding the Nasdaq delisting notice?

ROCL has until December 9, 2024, to request a hearing before the Nasdaq Hearings Panel.