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| | | | F-1 | | |
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As of
September 30, 2020 |
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As of
December 31, 2019 |
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(Unaudited)
|
| |
(Audited)
|
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Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)
|
| | | $ | (52,330) | | | | | $ | 23,775 | | |
Total assets
|
| | | $ | 251,255 | | | | | $ | 25,000 | | |
Total liabilities
|
| | | $ | 228,500 | | | | | $ | 1,225 | | |
Stockholders’ equity
|
| | | $ | 22,755 | | | | | $ | 23,775 | | |
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Terms of the Offering
|
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
|
| | $100,000,000 of the proceeds from this offering and the sale of the private units will be deposited into a trust account in the United States, maintained by Continental Stock Transfer & Trust Company, acting as trustee. | | | $89,100,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | The $100,000,000 of the proceeds from this offering and the sale of the private units held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| | |
Terms of the Offering
|
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Terms Under a Rule 419 Offering
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| | | government treasuries. | | | | |
Limitation on fair value or net assets of target business
|
| | The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account net of taxes payable at the time of the execution of a definitive agreement for our initial business combination. | | | We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units may commence trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless Roth and Craig-Hallum inform us of their decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering. | | | No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under our bylaws, we must provide at least 10 days’ advance | | | A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or | |
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Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
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| | | notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company. | | | dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued. | |
Business combination deadline
|
| | Pursuant to our certificate of incorporation, if we do not complete an initial business combination within 24 months from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation. | | | If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors. | |
Interest earned on the funds in the trust account
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| | There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time. | | | All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time. | |
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Terms of the Offering
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| |
Terms Under a Rule 419 Offering
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Release of funds
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| | Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering stockholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time. | | | The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Name
|
| |
Age
|
| |
Position
|
|
Byron Roth | | |
58
|
| | Chief Executive Officer and Chairman of the Board | |
Gordon Roth | | |
66
|
| | Chief Financial Officer | |
Rick Hartfiel | | |
56
|
| | Co-President | |
John Lipman | | |
43
|
| | Chief Operating Officer and Director | |
Aaron Gurewitz | | |
52
|
| | Co-President | |
Molly Hemmeter | | |
53
|
| | Director | |
Daniel M. Friedberg | | |
59
|
| | Director | |
Adam Rothstein | | |
49
|
| | Director | |
Name of Affiliated Company
|
| |
Name of Individual
|
| |
Priority/Preference relative to Roth
CH Acquisition II Co. |
|
Roth Capital Partners, LLC
CR Financial Holdings, Inc. BTG Investments LLC WACO Limited, LLC Cortina Asset Management, LLC Rx3, LLC |
| | Byron Roth | | | Roth Capital Partners, LLC and Roth CH Acquisition I Co. will have priority over us | |
Name of Affiliated Company
|
| |
Name of Individual
|
| |
Priority/Preference relative to Roth
CH Acquisition II Co. |
|
Rivi Capital, LLC
EAM Investors, LLC Roth Canada ULC Roth CH Acquisition I Co. |
| | | | | | |
Roth Capital Partners, LLC
CR Financial Holdings, Inc. BTG Investments LLC WACO Limited, LLC Cortina Asset Management, LLC Rx3, LLC Rivi Capital, LLC EAM Investors, LLC Roth Canada ULC Joiya, Inc. Roth CH Acquisition I Co. |
| | Gordon Roth | | | Roth Capital Partners, LLC and Roth CH Acquisition I Co. will have priority over us | |
Craig-Hallum Capital Group LLC
Roth CH Acquisition I Co. |
| | Rick Hartfiel | | | Craig-Hallum Capital Group LLC and Roth CH Acquisition I Co. will have priority over us | |
Craig-Hallum Capital Group LLC
Roth CH Acquisition I Co. |
| | John Lipman | | | Craig-Hallum Capital Group LLC and Roth CH Acquisition I Co. will have priority over us | |
Roth Capital Partners, LLC
Roth CH Acquisition I Co. |
| | Aaron Gurewitz | | | Roth Capital Partners, LLC and Roth CH Acquisition I Co. will have priority over us | |
Roth CH Acquisition I Co. | | | Molly Hemmeter | | | Roth CH Acquisition I Co. will have priority over us | |
Wilbur-Ellis Company Inc.
Flower One |
| | | | | All affiliated companies will have priority over us | |
Roth CH Acquisition I Co. | | | Daniel M. Friedberg | | | Roth CH Acquisition I Co. will have priority over us | |
Quest Resource Holding Corp.
Hampstead Park Capital Management Buttonwood Networks USA Field Hockey |
| | | | |
All affiliated companies will have priority over us
|
|
Roth CH Acquisition I Co. | | | Adam Rothstein | | | Roth CH Acquisition I Co. will have priority over us | |
Disruptive Technology Partners
Disruptive Growth Subversive Capital 1007 Mountain Drive Partners, LLC Subversive Capital Acquisition Corp. |
| | | | | All affiliated companies will have priority over us | |
| | |
Prior to Offering
|
| |
After Offering(2)
|
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Name and Address of Beneficial Owner(1)
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Shares of Common Stock |
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Shares of Common Stock |
| ||||||||||||
Byron Roth(3)(4)
|
| | | | 1,993,333 | | | | | | 69.3% | | | | | | 1,913,600 | | | | | | 15.0% | | |
Gordon Roth(3)(4)
|
| | | | 1,909,423 | | | | | | 66.4% | | | | | | 1,833,046 | | | | | | 14.4% | | |
Aaron Gurewitz(5)
|
| | | | 27,769 | | | | | | 1.0% | | | | | | 26,658 | | | | | | *% | | |
John Lipman
|
| | | | 271,654 | | | | | | 9.4% | | | | | | 260,787 | | | | | | 2.0% | | |
Rick Hartfiel
|
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Molly Hemmeter(4)
|
| | | | 80,490 | | | | | | 2.8% | | | | | | 77,270 | | | | | | *% | | |
Daniel M. Friedberg(4)(6)
|
| | | | 80,490 | | | | | | 2.8% | | | | | | 77,270 | | | | | | *% | | |
Adam Rothstein(4)
|
| | | | 80,490 | | | | | | 2.8% | | | | | | 77,270 | | | | | | *% | | |
All officers and directors as a group (8 individuals)(3)(4)
|
| | | | 2,555,959 | | | | | | 88.9% | | | | | | 2,453,719 | | | | | | 19.2% | | |
CR Financial Holdings, Inc.(4)(7)
|
| | | | 1,887,690 | | | | | | 65.7% | | | | | | 1,812,183 | | | | | | 14.2% | | |
CHLM Sponsor-1 LLC(8)
|
| | | | 303,346 | | | | | | 10.6% | | | | | | 291,213 | | | | | | 2.3% | | |
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PAGE
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| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
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| | |
(unaudited)
|
| |
(audited)
|
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ASSETS | | | | | | | | | | | | | |
Current asset – cash
|
| | | $ | 176,170 | | | | | $ | 25,000 | | |
Deferred offering costs
|
| | | | 75,085 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 251,255 | | | | | $ | 25,000 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 1,000 | | | | | $ | 1,225 | | |
Accrued offering costs
|
| | | | 27,500 | | | | | | — | | |
Promissory note – related party
|
| | | | 200,000 | | | | | | — | | |
Total Current Liabilities
|
| | | | 228,500 | | | | | | 1,225 | | |
Commitments | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 50,000,000 shares authorized; 2,875,000
shares issued and outstanding as of September 30, 2020 and December 31, 2019(1) |
| | | | 288 | | | | | | 288 | | |
Additional paid-in capital
|
| | | | 24,712 | | | | | | 24,712 | | |
Accumulated deficit
|
| | | | (2,245) | | | | | | (1,225) | | |
Total Stockholders’ Equity
|
| | | | 22,755 | | | | | | 23,775 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 251,255 | | | | | $ | 25,000 | | |
| | |
Nine Months
Ended September 30, 2020 |
| |
For the
Period from February 13, 2019 (Inception) Through September 30, 2019 |
| |
For the
Period from February 13, 2019 (Inception) Through December 31, 2019 |
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(audited)
|
| |||||||||
Formation and operating costs
|
| | | $ | 1,020 | | | | | $ | 1,000 | | | | | $ | 1,225 | | |
Net Loss
|
| | | $ | (1,020) | | | | | $ | (1,000) | | | | | $ | (1,225) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 2,500,000 | | | | | | 2,500,000 | | | | | | 2,500,000 | | |
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – February 13, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Initial Stockholders(1)
|
| | | | 2,875,000 | | | | | | 288 | | | | | | 24,712 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – September 30, 2019 (Unaudited)
|
| | | | 2,875,000 | | | | | | 288 | | | | | | 24,712 | | | | | | (1,000) | | | | | | 24,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (225) | | | | | | (225) | | |
Balance – December 31, 2019
|
| | | | 2,875,000 | | | | | | 288 | | | | | | 24,712 | | | | | | (1,225) | | | | | | 23,775 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,020) | | | | | | (1,020) | | |
Balance – September 30, 2020 (unaudited)
|
| | | | 2,875,000 | | | | | $ | 288 | | | | | $ | 24,712 | | | | | $ | (2,245) | | | | | $ | 22,755 | | |
| | |
Nine Months
Ended September 30, 2020 |
| |
For the
Period from February 13, 2019 (Inception) Through September 30, 2019 |
| |
For the
Period from February 13, 2019 (Inception) Through December 31, 2019 |
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(audited)
|
| |||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,020) | | | | | $ | (1,000) | | | | | $ | (1,225) | | |
Adjustments to reconcile net loss to net cash used in operating
activities: |
| | | | | | | | | | | | | | | | | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Accrued expenses
|
| | | | (225) | | | | | | 1,000 | | | | | | 1,225 | | |
Net cash used in operating activities
|
| | | | (1,245) | | | | | | — | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of common stock to Initial
Stockholders |
| | | | — | | | | | | 25,000 | | | | | | 25,000 | | |
Proceeds from promissory note – related party
|
| | | | 200,000 | | | | | | — | | | | | | — | | |
Payment of offering costs
|
| | | | (47,585) | | | | | | — | | | | | | — | | |
Net cash provided by operating activities
|
| | | | 152,415 | | | | | | 25,000 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 151,170 | | | | | | 25,000 | | | | | | 25,000 | | |
Cash – Beginning
|
| | | | 25,000 | | | | | | — | | | | | | — | | |
Cash – Ending | | | | $ | 176,170 | | | | | $ | 25,000 | | | | | $ | 25,000 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 27,500 | | | | | $ | — | | | | | $ | — | | |
| Roth Capital Partners | | |
Craig-Hallum Capital Group
|
|