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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
ROTH CH ACQUISITION II CO.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
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PRELIMINARY PROXY STATEMENT, DATED JUNE 24, 2021 — SUBJECT TO COMPLETION
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
ROTH CH ACQUISITION II CO.
Proxy Statement dated [•], 2021 and first mailed to stockholders on or about [•], 2021.
Dear Stockholders:
You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Roth CH Acquisition II Co. (“ROCC”), which will be held at [•] a.m., Eastern time, on [•], 2021. Due to the public health concerns relating to the coronavirus pandemic, related governmental actions closing non-essential businesses and encouraging individuals to stay home and our concerns about protecting the health and well-being of our stockholders and employees, the board of directors of ROCC (the “ROCC Board”) has determined to convene and conduct the Meeting in a virtual meeting format at http://www.cstproxy.com/rothchacquisitionii/2021. Stockholders will NOT be able to attend the Meeting in person. This proxy statement includes instructions on how to access the virtual Meeting and how to listen and vote from home or any remote location with Internet connectivity.
ROCC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities (a “target business”). Holders of common stock, $0.0001 par value, of ROCC (“ROCC Common Stock”) will be asked to approve, among other things, the agreement and plan of merger, dated as of April 14, 2021 (the “Merger Agreement”), by and among ROCC, Roth CH II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of ROCC (“Merger Sub”), and Reservoir Holdings, Inc., a Delaware corporation (“Reservoir”), and the other related proposals.
Upon the consummation of the transactions contemplated in the Merger Agreement, Merger Sub will be merged with and into Reservoir and, as a result, the separate corporate existence of Merger Sub will cease and Reservoir will survive the merger as a wholly-owned subsidiary of ROCC (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, ROCC will be renamed “Reservoir Media, Inc.” The combined company following the consummation of the Business Combination is referred to in this proxy statement as the “Combined Company.”
To raise additional proceeds to fund the Business Combination, ROCC has entered into subscription agreements (containing commitments to fund that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase shares of ROCC Common Stock in a private placement transaction for a purchase price of $10.00 per share for an aggregate commitment of $150,000,000 (the “PIPE Investment”).
At the Meeting, ROCC’s stockholders will be asked to consider and vote upon the following proposals:

Proposal 1 — The Business Combination Proposal — to consider and vote, assuming each of the Charter Proposal and the Nasdaq Proposal is approved and adopted, upon a proposal to approve the transactions contemplated under the Merger Agreement (such transactions, the “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the Merger Agreement is attached to this proxy statement as Annex A;

Proposal 2 — The Charter Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of ROCC, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”):
(i)
to amend the name of the new public entity from “Roth CH Acquisition II Co.” to “Reservoir Media, Inc.”;
(ii)
to remove various provisions applicable only to blank check companies;
(iii)
to increase total number of authorized shares of the Combined Company’s common stock to 750,000,000;
 

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(iv)
to authorize a total of 75,000,000 shares of the Combined Company’s preferred stock;
(v)
to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the total voting power of all of the then outstanding shares of stock of the Combined Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter;
(vi)
to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors, voting together as a single class, to adopt, amend, alter or repeal the Combined Company’s amended and restated bylaws; and
(vii)
to provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors;

Proposal 3 — The Nasdaq Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the issuance of more than 20% of the issued and outstanding shares of ROCC Common Stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b), (ii) the issuance and sale of ROCC Common Stock in the PIPE Investment to certain of our executive officers and directors and entities affiliated with them, to the extent such issuance of securities would be deemed a form of “executive compensation” to these executive officers, as required by Nasdaq Listing Rule 5635(c), and (iii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d) (such proposal, the “Nasdaq Proposal”);

Proposal 4 — The Directors Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to elect, effective as of the consummation of the Business Combination, seven directors to serve on the board of directors of the Combined Company (such proposal, the “Directors Proposal”);

Proposal 5 — The Incentive Plan Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the Reservoir Holdings, Inc. 2021 Omnibus Incentive Plan, a copy of which is attached to this proxy statement as Annex D, in connection with the Business Combination (the “Equity Incentive Plan,” and such proposal, the “Incentive Plan Proposal”); and

Proposal 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal or the Incentive Plan Proposal (such proposal, the “Adjournment Proposal”).
Each of these proposals is more fully described in the accompanying proxy statement, which ROCC encourages you to read carefully in its entirety before voting. Only holders of record of ROCC Common Stock at the close of business on [•], 2021 are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments or postponements thereof.
After careful consideration, the ROCC Board has unanimously approved the Merger Agreement and unanimously recommends that ROCC’s stockholders vote “FOR” approval of each of the proposals. When you consider the ROCC Board’s recommendation with respect to these proposals, you should keep in mind that ROCC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See “Proposal 1 — The Business Combination — Interests of Certain Persons in the Business Combination.”
On [•], 2021, the record date for the Meeting, the last sale price of ROCC Common Stock was $[•]. Each redemption of shares of ROCC Common Stock by holders of the Public Shares (as defined below) will decrease the amount in the trust account (the “Trust Account”), which held total assets of approximately $115,000,000 as of [•], 2021. The Merger Agreement provides that Reservoir’s obligation to consummate the Business Combination is conditioned on the funds in the Trust Account, together with the funding of any
 

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amounts payable under the subscription agreements in connection with the PIPE Investment, being no less than an aggregate amount of $125,000,000. This condition to closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived by Reservoir. If, as a result of redemptions of shares of ROCC Common Stock by holders of the Public Shares, this condition is not met (or waived), then Reservoir may elect not to consummate the Business Combination. In addition, in no event will ROCC redeem shares of ROCC Common Stock in an amount that would result in ROCC’s failure to have net tangible assets equaling or exceeding $5,000,001 (so that ROCC is not subject to the “penny stock” rules of the Securities and Exchange Commission). Unless otherwise specified, the information in the accompanying proxy statement assumes that none of holders of the Public Shares exercise their redemption rights with respect to their shares of ROCC Common Stock.
Pursuant to ROCC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement, a holder of the Public Shares may demand that ROCC redeem such holder’s Public Shares for cash if the Business Combination is consummated. Holders of the Public Shares will be entitled to receive cash for their Public Shares only if they demand that ROCC redeem their Public Shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their Public Shares to ROCC’s transfer agent prior to the vote at the Meeting. If the Business Combination is not consummated, the Public Shares will not be redeemed. If a holder of the Public Shares properly demands redemption and votes for or against the Business Combination Proposal, ROCC will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. See “The Meeting of the ROCC’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.
Holders of the outstanding units must separate the underlying shares of ROCC Common Stock (the “Public Shares”) and warrants sold in ROCC’s initial public offering prior to exercising redemption rights with respect to the Public Shares. Each of CHLM Sponsor-1 LLC, a Delaware limited liability company and the sponsor of ROCC, CR Financial Holdings, Inc., certain executive officers and directors of ROCC and affiliates of our management team (collectively, the “Initial Stockholders”) have agreed to waive their redemption rights with respect to any shares of ROCC Common Stock they may hold in connection with the consummation of the Business Combination, and such shares of ROCC Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of the accompanying proxy statement, the Initial Stockholders own 21.5% of the issued and outstanding shares of ROCC Common Stock. The Initial Stockholders have agreed to vote any shares of ROCC Common Stock owned by them in favor of the Business Combination Proposal and, accordingly, only approximately 28.5% of the outstanding shares of ROCC Common Stock need be voted to approve the Business Combination Proposal by the holders of Public Shares.
Holders of the Public Shares may elect to redeem their Public Shares even if they vote for the Business Combination Proposal. Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the Meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.
You are encouraged to read carefully this proxy statement in its entirety, including “Risk Factors” and the annexes and financial statements of ROCC and Reservoir, in each case, including accompanying notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.
Byron Roth
Chief Executive Officer and Chairman of the Board of Directors
Roth CH Acquisition II Co.
[•], 2021
 

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ROTH CH ACQUISITION II, CO.
888 San Clemente Drive, Suite 400
Newport Beach, California 92660
Telephone (949) 720-5700
To be Held on [], 2021
To Roth CH Acquisition II Co. Stockholders:
NOTICE IS HEREBY GIVEN that you are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Roth CH Acquisition II Co. (“ROCC,” “we,” “our” or “us”), which will be held at [•] a.m., Eastern time, on [•], 2021. Due to the public health concerns relating to the coronavirus pandemic, related governmental actions closing non-essential businesses and encouraging individuals to stay home and our concerns about protecting the health and well-being of our stockholders and employees, the board of directors of ROCC (the “ROCC Board”) has determined to convene and conduct the Meeting in a virtual meeting format at http://www.cstproxy.com/rothchacquisitionii/2021. You can participate in the virtual Meeting as described in “Questions and Answers About the Proposals — How may I participate in the virtual Meeting?
During the Meeting, ROCC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals:”

Proposal 1 — The Business Combination Proposal — to consider and vote, assuming each of the Charter Proposal and the Nasdaq Proposal is approved and adopted, upon a proposal to approve the transactions contemplated under the agreement and plan of merger, dated as of April 14, 2021 (the “Merger Agreement”), by and among ROCC, Roth CH II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of ROCC (“Merger Sub”), and Reservoir Holdings, Inc., a Delaware corporation (“Reservoir”) (such transactions, the “Business Combination,” such proposal, the “Business Combination Proposal,” and the combined company following the consummation of the Business Combination, the “Combined Company”). A copy of the Merger Agreement is attached to this proxy statement as Annex A;

Proposal 2 — The Charter Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of ROCC, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”):
(i)
to amend the name of the new public entity from “Roth CH Acquisition II Co.” to “Reservoir Media, Inc.”;
(ii)
to remove various provisions applicable only to blank check companies;
(iii)
to increase total number of authorized shares of the Combined Company’s common stock to 750,000,000;
(iv)
to authorize a total of 75,000,000 shares of the Combined Company’s preferred stock;
(v)
to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the total voting power of all of the then outstanding shares of stock of the Combined Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter;
(vi)
to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors, voting together as a single class, to adopt, amend, alter or repeal the Combined Company’s amended and restated bylaws; and
(vii)
to provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors;
 

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Proposal 3 — The Nasdaq Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve, the issuance of more than 20% of the issued and outstanding shares of ROCC Common Stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b), (ii) the issuance and sale of ROCC Common Stock in the PIPE Investment (as defined below) to an entity affiliated with certain executive officers, to the extent such issuance of securities would be deemed a form of “executive compensation” to these executive officers, as required by Nasdaq Listing Rule 5635(c), and (iii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d) (such proposal, the “Nasdaq Proposal”);

Proposal 4 — The Directors Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to elect, effective as of the consummation of the Business Combination, seven directors to serve on the board of directors of the Combined Company (such proposal, the “Directors Proposal”);

Proposal 5 — The Incentive Plan Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the Reservoir Holdings, Inc. 2021 Omnibus Incentive Plan, a copy of which is attached to this proxy statement as Annex D, in connection with the Business Combination (the “Equity Incentive Plan,” and such proposal, the “Incentive Plan Proposal”); and

Proposal 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal or the Incentive Plan Proposal (such proposal, the “Adjournment Proposal”).
The Business Combination Proposal is conditioned upon the approval of the Charter Proposal, the Nasdaq Proposal, the Directors Proposal and the Incentive Plan Proposal. It is important for you to note that, in the event the Business Combination Proposal is not approved, ROCC will not consummate the Business Combination. If ROCC does not consummate the Business Combination and fails to consummate an initial business combination by December 15, 2022, then, pursuant to ROCC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement (the “Current Charter”), ROCC will be required to dissolve and liquidate as soon as reasonably practicable, unless ROCC seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.
To raise additional proceeds to fund the Business Combination, ROCC has entered into subscription agreements (containing commitments to fund that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase shares of ROCC Common Stock in a private placement transaction for a purchase price of $10.00 per share for an aggregate commitment of $150,000,000 (the “PIPE Investment”).
Pursuant to the Current Charter, a holder of the Public Shares (as defined below) may demand that ROCC redeem such holder’s Public Shares for cash if the Business Combination is consummated. Holders of the Public Shares will be entitled to receive cash for their Public Shares only if they demand that ROCC redeem their Public Shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their Public Shares to ROCC’s transfer agent prior to the vote at the Meeting. If the Business Combination is not consummated, the Public Shares will not be redeemed. If a holder of the Public Shares properly demands redemption and votes for or against the Business Combination Proposal, ROCC will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. See “The Meeting of the ROCC’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.
Holders of the outstanding units (the “ROCC Units”) sold in the ROCC’s initial public offering (the “IPO”) must separate the underlying shares of ROCC Common Stock (the “Public Shares”) and warrants sold in the IPO (the “Public Warrants”) prior to exercising redemption rights with respect to the Public Shares.
 

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The Initial Stockholders (as defined herein) have agreed to waive their redemption rights with respect to any shares of ROCC Common Stock they may hold in connection with the consummation of the Business Combination, and such shares of ROCC Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of this proxy statement, the Initial Stockholders own 21.5% of the issued and outstanding shares of ROCC Common Stock. The Initial Stockholders have agreed to vote any shares of ROCC Common Stock owned by them in favor of the Business Combination Proposal and, accordingly, only approximately 28.5% of the outstanding shares of ROCC Common Stock need be voted to approve the Business Combination Proposal by the holders of Public Shares.
Approval of the Business Combination Proposal will require the affirmative vote of the holders of the majority of the issued and outstanding shares of ROCC Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the Meeting. Approval of the Charter Proposal will require the affirmative vote, present in person by virtual attendance or represented by proxy, of the majority of the issued and outstanding shares of ROCC Common Stock. Approval of the Nasdaq Proposal and the Incentive Plan Proposal will each require the affirmative vote of the majority of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Approval of the Directors Proposal will require the affirmative vote by the plurality of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting.
Only the ROCC’s stockholders who hold ROCC Common Stock of record as of the close of business on [•], 2021 (the “Record Date”) are entitled to vote at the Meeting or any adjournment or postponement thereof. As of the Record Date, there were [•] shares of ROCC Common Stock issued and outstanding and entitled to vote. This proxy statement is first being mailed to ROCC stockholders on or about [•], 2021.
Investing in ROCC Common Stock involves a high degree of risk. See “Risk Factors” for information that should be considered in connection with an investment in ROCC Common Stock.
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES OF ROCC COMMON STOCK PROMPTLY.
Holders of the Public Shares may elect to redeem their Public Shares even if they vote for the Business Combination Proposal. Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned or postponed meeting. Voting by proxy will not prevent you from voting your shares of ROCC Common Stock online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares of ROCC Common Stock are held of record by a broker, bank or other nominee and you wish to vote at the Meeting, you must obtain a proxy issued in your name from such holder of record. Only holders of record at the close of business on the Record Date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.
You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated as of a later date than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, Washington 98198, Attention: Karen Smith, Telephone: (877) 870-8565, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares of ROCC Common Stock through a broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding revocation of proxies.
After careful consideration, the ROCC Board has unanimously approved the Merger Agreement and unanimously recommends that ROCC’s stockholders vote “FOR” approval of each of the Proposals. When you consider the ROCC Board’s recommendation of the Proposals, you should keep in mind that ROCC’s directors and executive officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See “Proposal 1 — The Business Combination — Interests of Certain Persons in the Business Combination.”
 

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On behalf of the ROCC Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.
By the order of the Board of Directors,
Byron Roth
Chief Executive Officer and Chairman of the Board of Directors
Roth CH Acquisition II Co.
[•], 2021
 

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F-1
Annex A — Agreement and Plan of Merger, dated as of April 14, 2021
Annex B — Second Amended and Restated Certificate of Incorporation of the Combined Company
Annex C — Amended and Restated Bylaws of the Combined Company
Annex D — Reservoir Holdings, Inc. 2021 Omnibus Incentive Plan
 
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FREQUENTLY USED TERMS
Unless otherwise stated in this proxy statement, the terms “we,” “us,” “our” or “ROCC” refer to Roth CH Acquisition II Co., a Delaware corporation. In addition, in this proxy statement:

Closing” means the closing of the Business Combination;

Code” means the Internal Revenue Code of 1986, as amended;

Combined Company” means ROCC following the consummation of the Business Combination, upon which Reservoir will become a wholly-owned subsidiary of ROCC;

Continental” means Continental Stock Transfer & Trust Company, transfer agent and registrar for ROCC Common Stock.

Craig-Hallum” means Craig-Hallum Capital Group LLC, a joint lead book-running managing underwriter in connection with the IPO;

Current Charter” means ROCC’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on December 10, 2020;

Effective Time” means the effective time of the Business Combination;

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Founder Shares” means the outstanding shares of ROCC Common Stock held by the Sponsor, certain executive officers and directors of ROCC and affiliates of our management team as of the date of this proxy statement;

GAAP” means generally accepted accounting principles in the United States;

HSR Act” means Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended;

Initial Stockholders” means, collectively, the Sponsor, CR Financial Holdings, Inc., certain executive officers and directors of ROCC and affiliates of our management team who hold the Founder Shares and the Private Units as of the date of this proxy statement;

IPO” means ROCC’s initial public offering consummated on December 15, 2020;

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;

Meeting” means the special meeting of the stockholders of ROCC to be held on [•], 2021, at [•] a.m., Eastern time, via live webcast at the following address http://www.cstproxy.com/rothchacquisitionii/2021;

Merger Agreement” means the agreement and plan of merger, dated as of April 14, 2021, by and among ROCC, Merger Sub and Reservoir;

Merger Consideration Shares” means 45,108,651 shares of the Combined Company’s common stock to be issued as part of the consideration for the Business Combination;

Merger Sub” means Roth CH II Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCC;

Nasdaq” means the Nasdaq Stock Market LLC;

PIPE Investment” refers to the issuance and sale of shares of newly issued ROCC Common Stock in a private placement transaction for a purchase price of $10.00 per share for an aggregate commitment of $150,000,000 concurrent with the Business Combination;

Proposals” means, collectively, the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal, the Incentive Plan Proposal and the Adjournment Proposal;

Private Units” means the ROCC Units sold to the Initial Stockholders concurrently with the consummation of the IPO;

Public Shares” means ROCC Common Stock underlying the ROCC Units sold in the IPO;
 
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Public Units” means the ROCC Units sold in the IPO;

Public Warrants” means warrants underlying the ROCC Units sold in the IPO;

Record Date” means [•], 2021;

Reservoir” means Reservoir Holdings, Inc., a Delaware corporation;

Reservoir Common Stock” means common stock of Reservoir, par value $0.00001 per share;

Reservoir Media Management” means Reservoir Media Management, Inc., a Delaware corporation and a wholly-owned subsidiary of Reservoir.

Reservoir Preferred Stock” means Series A preferred stock of Reservoir, par value $0.00001 per share;

ROCC” means Roth CH Acquisition II Co., a Delaware corporation;

ROCC Board” means the board of directors of ROCC;

ROCC Common Stock” means common stock of ROCC, $0.0001 par value per share;

ROCC Unit” means a unit consisting of one share of ROCC Common Stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of ROCC Common Stock at $11.50 per share;

ROCC Warrants” means warrants of ROCC exercisable to purchase ROCC Common Stock;

Roth” means Roth Capital Partners, LLC, a joint lead book-running managing underwriter in connection with the IPO;

SEC” means the Securities and Exchange Commission;

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

Sponsor” means CHLM Sponsor-1 LLC, a Delaware limited liability company;

Trust Account” means the trust account of ROCC, which holds the net proceeds of the IPO and the sale of the Private Units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following are answers to some questions that you, as a ROCC’s stockholder, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the Proposals. Additional important information is also contained in the annexes to, and the documents referred to, this proxy statement.
Q:   
What is the purpose of this proxy statement?
A:   
ROCC and Merger Sub have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement as Annex A. Upon the consummation of the transactions contemplated in the Merger Agreement, Merger Sub, a wholly-owned subsidiary of ROCC, will be merged with and into Reservoir and, as a result, the separate corporate existence of Merger Sub will cease and Reservoir will survive the merger as a wholly-owned subsidiary of ROCC. The ROCC Board is soliciting your proxy to vote for the Business Combination Proposal and the other Proposals at the Meeting because you owned ROCC Common Stock at the close of business on [•], 2021, which is the Record Date for the Meeting and are therefore entitled to vote at the Meeting.
   
This proxy statement and the annexes to, and the documents referred to, this proxy statement contain important information about the Business Combination Proposal and the other Proposals to be acted upon at the Meeting. You should read this proxy statement and the annexes to, and the documents referred to, this proxy statement carefully in their entirety. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and the annexes to, and the documents referred to, this proxy statement.
Q:   
What is being voted on?
A:   
Below are the Proposals that the ROCC stockholders are being asked to vote on:

Proposal 1 — The Business Combination Proposal to consider and vote upon a proposal to approve the Merger Agreement and the Business Combination.

Proposal 2 — The Charter Proposal to consider and vote upon a proposal to approve the Proposed Charter.

Proposal 3 — The Nasdaq Proposal to consider and vote upon a proposal to approve the issuance of more than 20% of the issued and outstanding shares of ROCC Common Stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b), (ii) the issuance and sale of ROCC Common Stock in the PIPE Investment to certain of our executive officers and directors and entities affiliated with them, to the extent such issuance of securities would be deemed a form of “executive compensation” to these executive officers, as required by Nasdaq Listing Rule 5635(c), and (iii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d)

Proposal 4 — The Directors Proposal to consider and vote upon a proposal to approve the appointment of the Combined Company’s board of directors.

Proposal 5 — The Incentive Plan Proposal to consider and vote upon a proposal to approve Reservoir Holdings, Inc. 2021 Omnibus Incentive Plan.

Proposal 6 — The Adjournment Proposal to consider and vote upon a proposal to approve the adjournment of the Meeting.
Q:   
What vote is required to approve the Proposals?
A:   
Below are the required votes for each of the Proposals:

Proposal 1 — Approval of the Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of ROCC Common Stock, present in person by
 
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virtual attendance or represented by proxy, and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Business Combination Proposal.

Proposal 2 — Approval of the Charter Proposal requires the affirmative vote, present in person by virtual attendance or represented by proxy, of the majority of the issued and outstanding shares of ROCC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Proposal.

Proposal 3 —  Approval of the Nasdaq Proposal requires the affirmative vote of the majority of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Abstentions and broker non-votes will have no effect on the vote for the Nasdaq Proposal.

Proposal 4 — Approval of the Directors Proposal requires the affirmative vote by the plurality of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Abstentions and broker non-votes will have no effect on the vote for the Directors Proposal.

Proposal 5 — Approval of the Incentive Plan Proposal requires the affirmative vote of the majority of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Abstentions and broker non-votes will have no effect on the vote for the Incentive Plan Proposal.

Proposal 6 — Approval of the Adjournment Proposal requires the affirmative vote of the majority of the shares of ROCC Common Stock cast, present in person by virtual attendance or represented by proxy. Abstentions and broker non-votes will have no effect on the vote for the Adjournment Proposal.
Q:   
Are any of the Proposals conditioned on one another?
A:   
The Business Combination Proposal (Proposal 1) is conditioned upon the approval of the Charter Proposal (Proposal 2) and the Nasdaq Proposal (Proposal 3). Each of the Charter Proposal (Proposal 2), the Nasdaq Proposal (Proposal 3), the Directors Proposal (Proposal 4) and the Incentive Plan Proposal (Proposal 5) is conditioned upon the approval of the Business Combination Proposal (Proposal 1). It is important for you to note that, in the event that the Business Combination Proposal is not approved, ROCC will not consummate the Business Combination. If ROCC does not consummate the Business Combination and fails to consummate an initial business combination by December 15, 2022, then, pursuant to the Current Charter, ROCC will be required to dissolve and liquidate as soon as reasonably practicable, unless ROCC seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.
Q:   
How will the Initial Stockholders vote?
A:   
Pursuant to the letter agreement, dated December 10, 2020 (the “Letter Agreement”), the Initial Stockholders who, as of the Record Date, owned [•] shares of ROCC Common Stock, or approximately [•]% of the issued and outstanding shares of ROCC Common Stock, agreed to vote their respective shares of ROCC Common Stock acquired by them prior to or concurrently with the consummation of the IPO in favor of the Business Combination Proposal and the other Proposals. In addition, pursuant to the Letter Agreement, the Initial Stockholders have agreed that they will vote any shares of ROCC Common Stock they purchase in the open market concurrently with or following the consummation of the IPO in favor of the Business Combination Proposal and the other Proposals.
   
On April 14, 2021, contemporaneously with the execution of the Merger Agreement, each of the Initial Stockholders entered into a support agreement (the “Support Agreement”) with Reservoir, pursuant to which each of the Initial Stockholders agreed to vote all shares of ROCC Common Stock beneficially owned by such Initial Stockholder in favor of each of the Proposals and against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of ROCC under the Merger Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Merger Agreement from
 
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being consummated. Pursuant to the Support Agreement, the Initial Stockholders also agreed not to sell or transfer any shares of ROCC Common Stock beneficially owned by them (subject to customary permitted exceptions) and not to take any action that would make any representation or warranty of the Initial Stockholders contained in the Support Agreement untrue or incorrect or have the effect of preventing or disabling the Initial Stockholders from performing their obligations under the Support Agreement.
Q:   
What interests do the Sponsor, CR Financial Holdings, Inc. and ROCC’s executive officers and directors have in the Business Combination?
A:   
The Sponsor, CR Financial Holdings, Inc. and ROCC’s executive officer and directors have interests in the Business Combination that are different from, or in addition to, and which may conflict with, your interest as a stockholder of ROCC. These interests include:

unless ROCC consummates the Business Combination or an initial business combination prior to December 15, 2022, Roth and Craig-Hallum will not be entitled to a fee equal to 4.5% of the gross proceeds of the IPO equal to approximately $5.2 million under that certain business combination marketing agreement, dated December 10, 2020 (the ‘‘Business Combination Marketing Agreement’’), or a fee of approximately $5.8 million for acting as placement agents in the PIPE Investment and the Sponsor and ROCC’s executive officer and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the IPO and the concurrent private placement of the Private Units not deposited in the Trust Account;

the fact that the Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the shares of ROCC Common Stock held by them if we fail to consummate the Business Combination or an initial business combination prior to December 15, 2022;

the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination within the required time period, CR Financial Holdings, Inc. and the Sponsor have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

the fact that, with certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (x) six months after the date of the consummation of the Business Combination and (y) the date on which the closing price of ROCC Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the date of the consummation of the Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of the Business Combination or earlier, in either case if, subsequent to the consummation of the Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of ROCC Common Stock for cash, securities or other property;

the fact that CR Financial Holdings, Inc., an entity affiliated with Roth, purchased an aggregate of 100 shares of ROCC Common Stock for an aggregate purchase price of $25,000 in February 2019 and such 100 shares of ROCC Common Stock resulted in an aggregate of 2,875,000 shares of ROCC Common Stock held by CR Financial Holdings, Inc. (after (i) the declaration of a stock dividend of 43,125 shares of ROCC Common Stock for each share of ROCC Common Stock then outstanding in June 2020 and (ii) a transfer back to us of 1,437,500
 
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shares of ROCC Common Stock for nominal consideration, which shares were then cancelled but prior to the sale of 745,840 shares of ROCC Common Stock to the Sponsor and certain of our executive officers and directors);

the fact that the Sponsor and certain of our executive officers and directors purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares of ROCC Common Stock for an aggregate purchase price of $6,485.56, and the Founder Shares will have a significantly higher value at the time of the consummation of the Business Combination;

the continued indemnification of ROCC’s executive officers and directors and the continuation of ROCC’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination;

the fact that Mr. Adam Rothstein will continue as a member of the Combined Company’s board of directors and will be entitled to receive compensation for serving on the Combined Company’s board of directors; and

the fact that the Sponsor and ROCC’s executive officers and directors have agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve the Business Combination Proposal.
   
These interests may influence the ROCC Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Proposals.
Q:   
What happens if I sell my shares of ROCC Common Stock before the Meeting?
A:   
The Record Date is earlier than the date of the Meeting. If you transfer your shares of ROCC Common Stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote such shares of ROCC Common Stock, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your shares of ROCC Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of ROCC Common Stock prior to the Record Date, you will have no right to vote such shares of ROCC Common Stock at the Meeting or redeem such shares of ROCC Common Stock for a pro rata portion of the proceeds held in the Trust Account.
Q:   
How many votes do I and others have?
A:   
You are entitled to one vote for each share of ROCC Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were [•] issued and outstanding shares of ROCC Common Stock.
Q:   
What consideration will Reservoir’s stockholders receive in the Business Combination?
A:   
If the Business Combination is consummated, each share of Reservoir Common Stock (including Reservoir Common Stock resulting from the Reservoir Preferred Stock Conversion (as defined herein)) issued and outstanding immediately prior to the Effective Time (other than shares of Reservoir Common Stock held in Reservoir’s treasury) will be cancelled and converted into the right to receive the number of shares of ROCC Common Stock equal to the Exchange Ratio (as defined herein).
Q:   
Do any of ROCC’s executive officers or directors have interests that may conflict with my interests with respect to the Business Combination?
A:   
In considering the recommendation of the ROCC Board to approve the Business Combination Proposal and the other Proposals, the ROCC’s stockholders should be aware that certain of the ROCC’s executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, and which may conflict with, those of the ROCC’s stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in “Proposal 1 — The Business Combination — Interests of Certain Persons in the Business Combination.”
 
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Q:   
When and where is the Meeting?
A:   
The Meeting will be held at [•] a.m., Eastern time, on [•], 2021. The Meeting will be held in a virtual meeting format at http://www.cstproxy.com/rothchacquisitionii/2021. The ROCC’s stockholders will NOT be able to attend the Meeting in person. See “The Meeting of the ROCC’s Stockholders — Accessing the Virtual Meeting Audio Cast” for instructions on how to access the virtual Meeting and how to listen and vote from home or any remote location with Internet connectivity.
Q:   
Who may vote at the Meeting?
A:   
Only holders of record of ROCC Common Stock as of the close of business on the Record Date may vote at the Meeting. As of the Record Date, there were [•] shares of ROCC Common Stock outstanding and entitled to vote. See “The Meeting of the ROCC’s Stockholders — Record Date; Who is Entitled to Vote” for further information.
Q:   
What is the quorum requirement for the Meeting?
A:   
The ROCC’s stockholders representing the majority of the shares of ROCC Common Stock issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. Shares of ROCC Common Stock will be counted for purposes of determining if there is a quorum if the ROCC’s stockholder (i) is present and entitled to vote at the meeting or (ii) has properly submitted a proxy card or voting instructions through a bank, broker or other nominee. In the absence of a quorum, the ROCC’s stockholders representing the majority of the votes present in person by virtual attendance or represented by proxy at the Meeting may adjourn the Meeting until a quorum is present.
Q:   
Am I required to vote against the Business Combination Proposal in order to have my Public Shares redeemed?
A:   
No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that ROCC redeem your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable). If the Business Combination is not consummated, holders of the Public Shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares of ROCC Common Stock will be returned to them.
Q:   
How do I exercise my redemption rights?
A:   
If you are a holder of the Public Shares and you seek to have your Public Shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time, on [•], 2021 (at least two business days before the Meeting), that ROCC redeem your shares into cash and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit / Withdrawal at Custodian) System at least two business days before the Meeting. Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.
   
The holders of the Public Shares may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination Proposal and whether or not they are holders of ROCC Common Stock as of the Record Date. Any holder of the Public Shares who holds Public Shares on or before [•], 2021 (two business days before the Meeting) will have the right to demand that such holder’s Public Shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account upon the consummation of the Business Combination. The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of ROCC Common Stock underlying the Public Units. See “The Meeting of the
 
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ROCC’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of ROCC Common Stock for cash.
   
Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the shares of ROCC Common Stock included in the Public Units (the “20% threshold”). Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a holder of the Public Shares or a “group” will not be redeemed for cash.
   
The ROCC’s stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and to effect delivery. It is ROCC’s understanding that the ROCC’s stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, ROCC does not have any control over this process and it may take longer than two weeks. The ROCC’s stockholders who hold their Public Shares in street name will have to coordinate with their bank, broker or other nominee to have their Public Shares certificated or delivered electronically.
   
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with ROCC’s consent, until the vote is taken with respect to the Business Combination Proposal. If you delivered your Public Shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return your Public Shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “— Who can help answer my questions?
Q:   
Will how I vote my Public Shares affect my ability to exercise redemption rights?
A:   
No. You may exercise your redemption rights whether you vote your Public Shares “FOR” or “AGAINST” the Business Combination Proposal or any other Proposal. As a result, the Merger Agreement can be approved by the ROCC’s stockholders who will redeem their Public Shares and no longer remain stockholders, leaving the ROCC’s stockholders who choose not to redeem their Public Shares holding shares in the Combined Company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the Nasdaq listing standards.
Q:   
What are the U.S. federal income tax consequences of exercising my redemption rights with respect to my Public Shares?
A:   
The U.S. federal income tax consequences of exercising redemption rights with respect to the Public Shares will depend on a holder’s particular facts and circumstances. See “Material U.S. Federal Income Tax Considerations” for a discussion of material U.S. federal tax consequences of the redemption of the ROCC Common Stock. We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights with respect to your Public Shares and to rely solely upon their advice.
Q:   
How can I vote?
A:   
If you are a stockholder of record, you may vote online at the virtual Meeting or vote by proxy using the proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.
   
To vote online at the virtual Meeting, follow the instructions under the question “— How may I participate in the virtual Meeting?” To vote using the proxy card, complete, sign and date the proxy card and return it in the self-addressed, postage-paid envelope. If you return your signed proxy card before the Meeting, we will vote your Public Shares as you direct in the proxy card. To vote via the telephone, call the telephone number on the enclosed proxy card, and easy-to-follow voice prompts will allow you to vote your Public Shares and confirm that your instructions have been properly recorded. To vote via the
 
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Internet, please go to http://www.cstproxy.com/rothchacquisitionii/2021 and follow the instructions and confirm that your instructions have been properly recorded. Please have your proxy card handy when you call or go to the website.
   
Telephone and Internet voting for the ROCC’s stockholders of record will be available 24 hours a day until 11:59 p.m., Eastern time, on [•], 2021. After that, telephone and Internet voting will be closed and, if you want to vote your Public Shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your Public Shares.
   
If your Public Shares are registered in the name of your bank, broker or other nominee, you are the “beneficial owner” of such Public Shares and such Public Shares are considered as held in “street name.” If you are a beneficial owner of Public Shares registered in the name of your bank, broker or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your Public Shares electronically over the Internet or by telephone. A large number of banks and brokers offer Internet and telephone voting. If your bank, broker or other nominee does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.
   
If you plan to vote at the virtual Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a valid proxy card from your bank, broker or other nominee reflecting the number of shares of ROCC Common Stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Meeting for processing your control number.
   
After obtaining a valid proxy card from your bank, broker or other nominee, to register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your Public Shares along with your name and email address to Continental. Requests for registration should be directed by telephone to (917) 262-2373 or by email to proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern time, on [•], 2021.
   
You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.
Q:   
How may I participate in the virtual Meeting?
A:   
If you are a stockholder of record as of the Record Date, you should receive a proxy card from Continental, containing instructions on how to attend the virtual Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.
   
You can pre-register to attend the virtual Meeting starting on [•], 2021. Go to http://www.cstproxy.com/rothchacquisitionii/2021 and enter the control number found on the proxy card you previously received, as well as your name and email address. Once you pre-register, you can vote. At the start of the Meeting, you will need to re-log into http://www.cstproxy.com/rothchacquisitionii/2021 using your control number.
   
If your Public Shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.
Q:   
Who can help answer any other questions I might have about the virtual Meeting?
A:   
If you have any questions concerning the virtual Meeting (including accessing the Meeting by virtual means) or need help voting your shares of ROCC Common Stock, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.
 
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The notice of the Meeting, this proxy statement and form of proxy card are available at http://www.cstproxy.com/rothchacquisitionii/2021.
Q:   
If my shares of ROCC Common Stock are held in “street name” by my bank, broker or other nominee, will they automatically vote my shares of ROCC Common Stock for me?
A:   
No. If you are a beneficial owner of ROCC Common Stock and you do not provide voting instructions to your bank, broker or other nominee holding your shares of ROCC Common Stock of record for you, your shares of ROCC Common Stock will not be voted with respect to any Proposal for which your bank, broker or other nominee does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your bank, broker or other nominee holding your shares of ROCC Common Stock of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your bank, broker or other nominee holding your shares of ROCC Common Stock of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other nominee of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.
   
Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Meeting. Each of the Proposals to be presented at the Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other nominee of record holding your shares of ROCC Common Stock, your shares of ROCC Common Stock will not be voted with respect to any of the Proposals.
   
Broker non-votes will count as a vote “AGAINST” the Business Combination Proposal (Proposal 1) and the Charter Proposal (Proposal 2) and will have no effect on the vote for the Nasdaq Proposal (Proposal 3), the Directors Proposal (Proposal 4), the Incentive Plan Proposal (Proposal 5) and the Adjournment Proposal (Proposal 6).
Q:   
What if I abstain from voting or fail to instruct my bank, broker or other nominee?
A:   
ROCC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention will count as a vote “AGAINST” the Business Combination Proposal (Proposal 1) and the Charter Proposal (Proposal 2) and will have no effect on the vote for the Nasdaq Proposal (Proposal 3), the Directors Proposal (Proposal 4), the Incentive Plan Proposal (Proposal 5) and the Adjournment Proposal (Proposal 6).
Q:   
If I have not yet submitted a proxy card, may I still do so?
A.   
Yes. If you have not yet submitted a proxy card, you may do so by (i) visiting http://www.cstproxy.com/rothchacquisitionii/2021 and following the on-screen instructions (have your proxy card available when you access the webpage) or (ii) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.
Q:   
Can I change my vote after I have mailed my proxy card?
A:   
Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by (i) executing and returning a proxy card dated later than the previous one, (ii) by voting again via the Internet or (iii) by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your shares of ROCC Common Stock through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies. If you are a record holder of ROCC Common Stock, you should send any notice of revocation or your completed new proxy card, as the case may be, to:
 
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Advantage Proxy
P.O. Box 13581
Des Moines, Washington 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: ksmith@advantageproxy.com
   
Unless revoked, a proxy will be voted at the virtual Meeting in accordance with the ROCC’s stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.
Q:   
What will happen if I return my proxy card without indicating how to vote?
A:   
If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of ROCC Common Stock represented by your proxy will be voted FOR each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.
Q:   
Should I send in my share certificates now to have my shares of ROCC Common Stock redeemed?
A:   
The ROCC’s stockholders who intend to have their Public Shares redeemed should send their certificates to Continental at least two business days before the Meeting. See “The Meeting of the ROCC’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.
Q:   
Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?
A:   
ROCC will pay the cost of soliciting proxies for the Meeting. ROCC has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. ROCC has agreed to pay Advantage Proxy a fee of $8,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. ROCC will also reimburse banks, brokers or other nominees representing beneficial owners of ROCC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of ROCC Common Stock and in obtaining voting instructions from those beneficial owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by electronic mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:   
What happens if I sell my shares of ROCC Common Stock before the Meeting?
A:   
The Record Date for the Meeting is earlier than the date of the Meeting or the date that the Business Combination is expected to be consummated. If you transfer your shares of ROCC Common Stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares of ROCC Common Stock, you would retain your right to vote at the Meeting, but will transfer ownership of the shares of ROCC Common Stock and will not hold an interest in ROCC after the Business Combination is consummated.
Q:   
When is the Business Combination expected to be consummated?
A:   
Assuming the requisite regulatory and stockholder approvals are received, ROCC expects that the Business Combination will be consummated as soon as possible following the Meeting.
Q:   
Are the Reservoir’s stockholders required to approve the Business Combination?
A:   
Yes. The Reservoir’s stockholders have already approved the Business Combination.
Q:   
Are there risks associated with the Business Combination that I should consider in deciding how to vote?
A:   
Yes. There are a number of risks associated with the Business Combination and other transactions
 
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contemplated by the Merger Agreement that are discussed in this proxy statement. Please read with particular care the detailed description of the risks described in “Risk Factors” section of this proxy statement.
Q:   
May I seek statutory appraisal rights or dissenter rights with respect to my shares of ROCC Common Stock?
A:   
No. Appraisal rights are not available to holders of shares of ROCC Common Stock in connection with the Business Combination. See “The Meeting of the ROCC’s Stockholders — Appraisal Rights.”
Q:   
What happens if the Business Combination is not consummated?
A:   
If ROCC does not consummate the Business Combination and fails to consummate an initial business combination by December 15, 2022, then, pursuant to the Current Charter, ROCC will be required to dissolve and liquidate as soon as reasonably practicable, unless ROCC seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated. In any dissolution and liquidation of ROCC, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro rata to holders of shares of ROCC Common Stock who acquired their shares of ROCC Common Stock in the IPO or in the open market. The estimated consideration that each share of ROCC Common Stock would be paid at dissolution or liquidation would be approximately $10.00 per share for stockholders based on amounts on deposit in the Trust Account as of [•], 2021. The closing price of ROCC Common Stock on Nasdaq as of [•], 2021 was $[•]. The Initial Stockholders waived the right to any liquidation distributions with respect to any shares of ROCC Common Stock held by them.
Q:   
What happens to the funds deposited in the Trust Account following the consummation of the Business Combination?
A:   
Following the consummation of the Business Combination, holders of the Public Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to the Combined Company to fund working capital needs of the Combined Company. As of [•], 2021, there was approximately $[•] in the Trust Account. ROCC estimates that approximately $10.00 per outstanding share issued in the IPO will be paid to the holders of the Public Shares exercising their redemption rights.
Q:   
Who will manage the Combined Company following the consummation of the Business Combination?
A:   
As a condition to the consummation of the Business Combination, all of the executive officers and directors of ROCC, other than Mr. Adam Rothstein, will resign. It is expected that the Combined Company’s board of directors will be comprised of seven directors, of which six directors will be designated by Reservoir and one director, Mr. Adam Rothstein, will be designated by ROCC. See “Management of the Combined Company” for additional information on directors and executive officers of the Combined Company following the consummation of the Business Combination.
Q:   
Who can help answer my questions?
A:   
If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact ROCC’s proxy solicitor at:
Advantage Proxy
P.O. Box 13581
Des Moines, Washington 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: ksmith@advantageproxy.com

You may also obtain additional information about ROCC from documents filed by ROCC with the SEC. See “Where You Can Find More Information.”
 
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SUMMARY OF THIS PROXY STATEMENT
This summary highlights selected information contained in this proxy statement but does not contain all of the information that may be important to you. Accordingly, ROCC encourages you to read carefully this proxy statement, including the annexes and ROCC’s and Reservoir’s financial statements, including the accompanying notes, to fully understand the Business Combination before voting on the Proposals to be considered at the Meeting.
Unless otherwise specified, all share calculations assume no exercise of the redemption rights by the ROCC’s stockholders.
Parties to the Business Combination
ROCC
ROCC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities. Although our efforts to identify a prospective target business are not limited to a particular geographic region or industry, we have focused on private companies in the business services, consumer, healthcare, technology, wellness or sustainability industry sectors. ROCC has until December 15, 2022 to consummate the Business Combination or an initial business combination.
On December 15, 2020, we consummated the IPO of 11,500,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $115,000,000. Simultaneously with the consummation of the IPO, we consummated the sale of 275,000 Private Units in a private placement transaction to the Initial Stockholders, generating gross proceeds of $2,750,000.
After deducting the underwriting discounts, offering expenses and commissions from the IPO and the sale of the Private Units, a total of $115,000,000 of the net proceeds from the IPO and the sale of the Private Units was deposited into the Trust Account established for the benefit of the holders of the Public Shares, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of [•], 2021, ROCC had cash of $[•] outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of [•], 2021, there was $[•] held in the Trust Account.
In accordance with the Current Charter, the amounts held in the Trust Account may only be used by ROCC upon the consummation of the Business Combination or an initial business combination, except that there can be released to ROCC, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the consummation of the Business Combination or an initial business combination and ROCC’s dissolution or liquidation. If ROCC does not consummate the Business Combination and fails to consummate an initial business combination by December 15, 2022, then, pursuant to the Current Charter, ROCC will be required to dissolve and liquidate as soon as reasonably practicable, unless ROCC seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.
The ROCC Units, ROCC Common Stock and ROCC Warrants are currently listed on Nasdaq under the symbols “ROCCU,” “ROCC” and “ROCCW,” respectively. The ROCC Units commenced trading on Nasdaq on December 11, 2020, and ROCC Common Stock and ROCC Warrants commenced separate trading from the ROCC Units on January 5, 2021.
ROCC’s principal executive offices are located at 888 San Clemente Drive, Suite 400, Newport New, California 92660, and its telephone number is (949) 887-0331.
Merger Sub
ROCC Merger Sub Inc., is a wholly-owned subsidiary of ROCC, incorporated in the State of Delaware on September 16, 2020 to consummate the Business Combination. Merger Sub will merge with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC.
 
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Reservoir
Reservoir is one of the world’s leading independent music companies based in New York with offices in Los Angeles, Nashville, Toronto, London and Abu Dhabi. Reservoir holds a regular Top 10 U.S. Market Share according to Billboard’s Publishers Quarterly, was twice named Publisher of the Year by Music Business Worldwide’s The A&R Awards in 2017 and 2019, won Independent Publisher of the Year at the 2020 Music Week Awards and is nominated again for the same category in 2021. It operates a music publishing business, a record label, a management business and a rights management society in the Middle East. Reservoir’s publishing catalog includes historic pieces written and performed by greats like Billy Strayhorn, Hoagy Carmichael and John Denver. Reservoir’s stable of active songwriters, including James Fauntleroy, Ali Tamposi and Jamie Hartman, have contributed to current award-winning hits performed by the likes of Justin Bieber, Ariana Grande, Camila Cabello, Bruno Mars, John Legend, Lizzo and more.
Reservoir’s music publishing business contributed approximately $67 million to its revenues for the year ended March 31, 2021, representing approximately 83% of its revenues. Reservoir now represents over 130,000 copyrights with titles dating back as far as 1900 and hundreds of #1 releases worldwide. The music is at the heart of everything Reservoir does and, as such, its M&A practice and its active songwriter business is committed to both catalog acquisition and expansion of the roster strategically, driven by the quality of the music.
Reservoir’s recorded music business is home to Chrysalis Records and Philly Groove Records representing artists like The Delfonics, Sinead O’Connor and Generation X. Its recorded music business contributed approximately $12 million to its revenues for the year ended March 31, 2021, representing approximately 15% of its revenues. Reservoir looks at its recorded music business as one that is poised for growth and ingestion of new master recordings through its M&A practice.
The mailing address of Reservoir’s principal executive office is 75 Varick Street, 9th Floor, New York, New York 10013, and its telephone number is (212) 675-0541.
See “Information About Reservoir,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Reservoir” and “Management of Reservoir.”
The Business Combination and the Merger Agreement
On April 14, 2021, ROCC, Merger Sub and Reservoir entered into the Merger Agreement, pursuant to which a business combination between ROCC and Reservoir will be effected through the merger of Merger Sub with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of ROCC (the “Surviving Subsidiary”).
Immediately prior to the Effective Time, each share of Reservoir Preferred Stock, that is issued and outstanding immediately prior to the Effective Time shall be automatically converted immediately prior to the Effective Time into a number of shares of Reservoir Common Stock, at the then-effective conversion rate as calculated pursuant to Reservoir’s certificate of incorporation (the “Reservoir Preferred Stock Conversion”). The Reservoir Preferred Stock Conversion will be contingent on the occurrence of the Effective Time. All of the shares of Reservoir Preferred Stock converted into shares of Reservoir Common Stock pursuant to the Reservoir Preferred Stock Conversion will no longer be outstanding and will cease to exist, and each holder of Reservoir Preferred Stock will thereafter cease to have any rights with respect to such shares of Reservoir Preferred Stock.
At the Effective Time and following the Reservoir Preferred Stock Conversion, by virtue of the Business Combination and without any action on the part of ROCC, Merger Sub, Reservoir or the holders of any of the securities thereof:

each share of Reservoir Common Stock (including Reservoir Common Stock resulting from the Company Preferred Stock Conversion, the “As-Converted Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time (other than the shares of Reservoir Common Stock held in the treasury of Reservoir) will be canceled and converted into the right to receive the number of shares of ROCC Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”);

each share of Reservoir Common Stock held in the treasury of Reservoir will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;
 
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each share of common stock of Merger Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.00001 per share, of the Surviving Subsidiary; and

each option to acquire a share of Reservoir Common Stock pursuant to the Reservoir Holdings, Inc. 2019 Long Term Incentive Plan, dated as of April 23, 2019 (a “Reservoir Option”), that is outstanding immediately prior to the Effective Time will be converted into an option to purchase a number of shares of ROCC Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Reservoir Common Stock subject to such Reservoir Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Reservoir Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio; provided, however, that the exercise price and the number of shares of ROCC Common Stock purchasable pursuant to the Exchanged Options will be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of ROCC Common Stock purchasable pursuant to such option will be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided, further, that, except as specifically provided above, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Reservoir Option immediately prior to the Effective Time.
Contemporaneously with the execution of the Merger Agreement, the holders of 100% of Reservoir Common Stock and the Reservoir Preferred Stock provided their unanimous written consent pursuant to which such holders approved the Reservoir Preferred Stock Conversion, the Merger Agreement, the Business Combination and the other transactions contemplated by the Merger Agreement, in accordance with applicable law and Reservoir’s organizational documents.
See “Proposal 1 — The Business Combination Proposal” for additional information about the Business Combination Proposal, the Merger Agreement and the related agreements entered or to be entered into connection therewith. A copy of the Merger Agreement is attached to this proxy statement as Annex A.
Conditions to the Closing
Each party’s obligation to consummate the Business Combination will be subject to the satisfaction (or waiver by such party, if permissible under applicable Law) on or prior to the date on which the Closing shall occur (the “Closing Date”) of the following conditions:

absence of any law or order which (i) is in effect and (ii) has the effect of preventing, prohibiting, enjoining or making illegal, the consummation of the Business Combination (a “Closing Legal Impediment”);

the Business Combination and each of the Proposals have been approved by the requisite vote of the ROCC’s stockholders;

the ROCC Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (including the PIPE Investment) will have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;

ROCC’s redemption offer to ROCC’s stockholders will have been completed in accordance with the terms of the Merger Agreement and this proxy statement;

ROCC has net tangible assets of at least $5,000,001 after all redemptions of public shares upon consummation of the Business Combination;

all applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Business Combination will have expired or been terminated;

the PIPE Investment has been consummated pursuant to the Subscription Agreements;
 
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the refinancing of Reservoir’s existing credit agreement as contemplated by the executed debt commitment letter, dated as of April 14, 2021, by and between Reservoir Media Management and Truist Bank (together with the related fee letter, the “Debt Commitment Letters”) or any other credit facility on terms not materially less favorable in the aggregate to Reservoir than the refinancing contemplated by the Debt Commitment Letters (or, if applicable, receipt of the approval of the required lenders under Reservoir Media Management’s existing credit agreement) shall have been consummated or will be concurrently consummated with the Closing; and

either (i) a registration statement on Form S-1 (or other applicable form) with respect to the resale of (x) ROCC Common Stock issuable pursuant to the PIPE Investment and (y) the aggregate Per Share Merger Consideration issuable pursuant to the Merger Agreement shall have been declared effective by the SEC or (ii) ROCC shall have been telephonically advised by the staff of the SEC that it will grant ROCC’s request to accelerate the effectiveness of such registration statement.
In addition, the obligation of ROCC and Merger Sub to consummate the Business Combination will be subject to the satisfaction (or waiver, if permissible under applicable Law) of the following conditions, among others:

certain fundamental representations and warranties of Reservoir (the “Fundamental Representations”) shall be true and correct in all material respects at and as of the Closing Date as though such fundamental representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date);

all representations and warranties of Reservoir, other than the Fundamental Representations, shall be true and correct at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent (i) of changes or developments contemplated by the terms of the Merger Agreement or (ii) the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Reservoir;

Reservoir shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Closing Date; and

absence of any event that is continuing that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Reservoir.
In addition, the obligation of Reservoir to consummate the Business Combination is further subject to the satisfaction or waiver of the following conditions, among others:

the representations and warranties of ROCC and Merger Sub set forth in the Merger Agreement shall be true and correct in all material respects, as of the date of the Merger Agreement and as of the Closing Date, except (i) to the extent of changes or developments contemplated by the terms of the Merger Agreement, or (ii) for such representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time);

ROCC and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by ROCC and Merger Sub at or prior to the Closing;

absence of any event that is continuing that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on ROCC;

all members of the ROCC Board and all officers of ROCC will have executed written resignations effective as of the Effective Time;

the directors to be appointed pursuant to the Directors Proposal will have been appointed to the board of directors of the Combined Company effective as of the Closing;

the Current Charter will have been amended and restated in the form of the Proposed Charter pursuant to the Charter Proposal;
 
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except for the shares of ROCC Common Stock issued pursuant to the Subscription Agreements, from the date of the Merger Agreement through the Closing, no shares of ROCC Common Stock will have been issued to any person;

ROCC shall have received an opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, dated as of the Closing Date, to the effect that, on the basis of the facts and representations and assumptions set forth or referred to in such opinion and the tax representation letters, for U.S. federal income tax purposes, the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

the amount of cash available to be released from the Trust Account minus (x) the sum of all payments to be made as a result of the completion of ROCC’s redemption offer and any redemptions of ROCC Common Stock, minus (y) ROCC’s transaction expenses, minus (z) to the extent not included in ROCC’s transaction expenses, the sum of all outstanding deferred, unpaid or contingent underwriting, broker’s or similar fees, commissions or expenses owed by ROCC, Merger Sub or their respective affiliates plus the amount of cash that has been funded to ROCC pursuant to the Subscription Agreements as of immediately prior to the Closing is equal to or greater than the $125,000,000 (the “Minimum Cash Condition”).
Termination
The Merger Agreement may be terminated and the Business Combination abandoned at any time prior to the Effective Time:

by ROCC or Reservoir, if (i) ROCC and Reservoir provide mutual written consent, (ii) the Business Combination does not occur on or before October 14, 2021 (the “Outside Date”); provided, however, that the right to terminate the Merger Agreement under the clause described in this clause (ii) will not be available to a party if the failure of the Business Combination to have been consummated on or before the Outside Date was due to such party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, (iii) if any Closing Legal Impediment is in effect and has become final and non-appealable or (iv) if the approval of the Proposals is not obtained at the Meeting or any adjournment or postponement thereof;

by Reservoir upon written notice to ROCC, (i) in the event of a breach of any representation, warranty, covenant or agreement on the part of ROCC or Merger Sub, such that the conditions specified in the Merger Agreement would not be satisfied at the Closing, and which, (x) with respect to any such breach that is capable of being cured, is not cured by ROCC or Merger Sub within 30 days after receipt of written notice thereof, or (y) is incapable of being cured prior to the Outside Date; provided, however, that Reservoir will not have such right to terminate the Merger Agreement if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement such that the conditions specified in the Merger Agreement would not be satisfied at the Closing, (ii) if ROCC’s covenants to (x) obtain and deliver the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement as the sole stockholder of Merger Sub or (y) take certain efforts to consummate the Business Combination and the other transaction contemplated by the Merger Agreement, in each case, are not timely performed; or (iii) in the event of a ROCC change in recommendation; or

by ROCC upon written notice to Reservoir, in the event of a breach of any representation, warranty, covenant or agreement on the part of Reservoir, such that the conditions specified in the Merger Agreement would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by Reservoir within 30 days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date; provided, however, that ROCC will not have such right to terminate the Merger Agreement if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement or if Reservoir has filed (and is then pursuing) an action seeking specific performance.
Regulatory Approvals
Under the HSR Act, and the related rules and regulations issued by the Federal Trade Commission (the “FTC”), certain transactions, including the Business Combination, may not be consummated until
 
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notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice (the “DOJ”), and the applicable waiting periods have expired or been terminated. The completion of the Business Combination is conditioned upon the expiration or early termination of the HSR Act waiting period. We and Reservoir filed our respective notification and report forms under the HSR Act with the DOJ and the FTC. The initial 30-day waiting period expired at 11:59 p.m., Eastern time, on Friday, May 21, 2021.
Management
All of the directors of the ROCC Board will resign on or prior to the Closing Date. The Combined Company’s board of directors will be comprised of seven directors, of which six directors will be designated by Reservoir and one director, Mr. Adam Rothstein, will be designated by ROCC. See “Management of the Combined Company” for additional information on directors and executive officers of the Combined Company following the consummation of the Business Combination.
Other Agreements Relating to the Business Combination
Subscription Agreements and PIPE Registration Rights Agreement
In connection with the Business Combination, ROCC has entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors to purchase shares of ROCC Common Stock which will be issued in connection with the Closing (the “PIPE Shares”), for an aggregate cash amount of $150,000,000 at a purchase price of $10.00 per share, in a private placement transaction. Certain offering related expenses are payable by ROCC, including customary fees payable to the placement agents, Roth and Craig-Hallum aggregating approximately $5.8 million. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Business Combination and to satisfy the Minimum Cash Condition.
The PIPE Shares are identical to the shares of ROCC Common Stock that will be held by ROCC’s public stockholders at the time of the Closing, other than that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC at the time of the Closing.
The closing of the sale of PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent consummation of the Business Combination. The PIPE Closing will occur on the date of, and immediately prior to, the consummation of the Business Combination. The PIPE Closing will be subject to customary conditions, including:

the PIPE Shares shall have been approved for listing on Nasdaq;

all representations and warranties of ROCC and the investor contained in the relevant Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Subscription Agreements), which representations and warranties shall be true in all respects) at, and as of, the PIPE Closing;

as of the Closing Date, there has been no material adverse change in the business, properties, financial condition, stockholders’ equity or results of operations of ROCC and its subsidiaries taken as a whole since the date of the Subscription Agreement (other than the election by holders of the ROCC Common Stock to exercise redemption rights in connection with the Meeting to approve the Business Combination Proposal);

all conditions precedent to the Closing of the Business Combination, including the approval by ROCC’s stockholders, shall have been satisfied or waived; and

either (i) a registration statement on Form S-1 (or other applicable form) with respect to the resale of (x) ROCC Common Stock issuable pursuant to the PIPE Investment and (y) the aggregate Per Share Merger Consideration issuable pursuant to the Merger Agreement shall have been declared effective by the SEC or (ii) ROCC shall have been telephonically advised by the staff of the SEC that it will grant ROCC’s request to accelerate the effectiveness of such registration statement.
Each Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of
 
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each of the parties to the Subscription Agreement, (iii) any of the conditions to the PIPE Closing are not satisfied or waived on or prior to the PIPE Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the PIPE Closing or (iv) October 14, 2021.
Pursuant to the registration rights agreement, dated as of April 14, 2021 (the “PIPE Registration Rights Agreement”) ROCC agreed to file (at ROCC’s sole cost and expense) a registration statement registering the resale of the shares of ROCC Common Stock to be purchased in the private placement (the “PIPE Resale Registration Statement”) with the SEC no later than the 5th business day following the date ROCC first files the Proxy Statement with the SEC. ROCC will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective no later than the 60th calendar day following the PIPE Closing Date (or, in the event the SEC notifies ROCC that it will “review” the PIPE Resale Registration Statement, the 90th calendar day following the Closing Date).
Support Agreement
On April 14, 2021, contemporaneously with the execution of the Merger Agreement, each of the Initial Stockholders entered into a support agreement (the “Support Agreement”) with Reservoir, pursuant to which each of the Initial Stockholders agreed to vote all shares of ROCC Common Stock beneficially owned by such Initial Stockholder in favor of each of the Proposals and against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of ROCC under the Merger Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Merger Agreement from being consummated. Pursuant to the Support Agreement, the Initial Stockholders also agreed not to sell or transfer any shares of ROCC Common Stock beneficially owned by them (subject to customary permitted exceptions) and not to take any action that would make any representation or warranty of the Initial Stockholders contained in the Support Agreement untrue or incorrect or have the effect of preventing or disabling the Initial Stockholders from performing their obligations under the Support Agreement.
Lockup Agreement
On April 14, 2021, contemporaneously with the execution of the Merger Agreement, ROCC and certain stockholders and executive officers of Reservoir (such stockholders and executive officers of Reservoir, the “Lockup Parties”) have entered into the lockup agreement (the “Lockup Agreement”), pursuant to which each Lockup Party has agreed to transfer restrictions that apply to any shares of ROCC Common Stock received by such Lockup Party as Per Share Merger Consideration, any shares of ROCC Common Stock issuable upon the exercise of options to purchase shares of ROCC Common Stock held by such Lockup Party immediately after the Effective Time and any securities convertible into, or exercisable or exchangeable for, shares of ROCC Common Stock held by such Lockup Party immediately after the Effective Time (collectively, the “Lockup Shares”). Each Lockup Party has agreed that it will not, directly or indirectly, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of (i) 50% of the Lockup Shares owned by such Lockup Party during the period beginning at the Effective Time and ending on the date that is the earlier of (x) 180 days after the date of the Closing and (y) the date on which the closing price of the shares of ROCC Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period commencing after the Closing and (ii) the remaining 50% of the Lockup Shares owned by such Lockup Party during the period beginning at the Effective Time and ending on the date that is 180 days after the date of the Closing, in each case, subject to certain exceptions set forth in the Lockup Agreement. The Lockup Agreement will become effective upon the consummation of the Business Combination.
Stockholders Agreement
In connection with the execution of the Merger Agreement, ROCC entered into the stockholders agreement, dated as of April 14, 2021 (the “Stockholders Agreement”), with the Sponsor and Reservoir. The Stockholders Agreement will become effective upon the consummation of the Business Combination. Pursuant to the terms of the Stockholders Agreement, for a period of two years following the Closing, the Combined Company will be obligated to nominate an individual for election to the Combined Company’s board of directors, or any committee thereof, that is mutually selected by the Sponsor and the Combined
 
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Company. The initial designee to the Combined Company’s board of directors is Adam Rothstein. In addition, pursuant to the Stockholders Agreement, for a period of two years following the Closing, the Sponsor has agreed to vote, or cause to be voted, at any meeting of the Combined Company’s stockholders called for the purpose of electing the applicable class of directors all of the shares of ROCC Common Stock held by the Sponsor in favor of the election of an individual mutually selected by the Sponsor and the Combined Company.
Debt Commitment Letters
In connection with the Business Combination, Reservoir Media Management has entered into the Debt Commitment Letters with Truist Bank. Pursuant to the Debt Commitment Letters, Truist Bank has, subject to the satisfaction of customary conditions, committed to arrange and underwrite credit facilities in an aggregate amount of up to $248,750,000 to refinance the existing senior secured revolving credit facility of Reservoir Media Management (the “Debt Refinancing,” and such new facility, the “New Senior Credit Facility”). The New Senior Credit Facility is expected to mature in October 2024 and it is expected that each of ROCC and Reservoir will provide guarantees of Reservoir Media Management’s obligations under the New Senior Credit Facility upon the consummation of the Business Combination. It is further expected that substantially all of the tangible and intangible assets of ROCC, Reservoir, Reservoir Media Management and certain of its subsidiaries will be pledged as collateral, in each case, to secure the obligations of Reservoir Media Management under the New Senior Credit Facility. The New Senior Credit Facility is expected to contain customary covenants limiting certain actions of ROCC and its subsidiaries, including the ability 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, it is expected that the New Senior Credit Facility will require Reservoir Media Management to comply with financial covenants requiring Reservoir Media Management 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. In addition to payment of the fees and expenses related to the Debt Refinancing, proceeds of the New Senior Credit Facility may be used to finance Reservoir Media Management’s music publishing investments and for other general corporate purposes. The obligations of Truist Bank under the Debt Commitment Letters to provide the New Senior Credit Facility are subject to customary conditions, including the substantially concurrent consummation of the Business Combination.
Amended and Restated Registration Rights Agreement
In connection with the execution of the Merger Agreement, ROCC entered into the amended and restated registration rights agreement, dated as of April 14, 2021 (the “Amended and Restated Registration Rights Agreement”), with certain holders of ROCC Common Stock and the holders of all of Reservoir Common Stock. The Amended and Restated Registration Rights Agreement will become effective upon the consummation of the Business Combination. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, ROCC has agreed to grant to the holders of Reservoir Common Stock the same rights to registration of the shares of ROCC Common Stock to be received by the holders of Reservoir Common Stock in connection with the consummation of the Business Combination as the holders of ROCC Common Stock signatory to the ROCC Registration Rights Agreement (as defined herein) were granted in connection with the IPO. See “Certain Relationships and Related Party Transactions — ROCC’s Relationships and Related Party Transactions — ROCC Registration Rights Agreement” for a description of the ROCC Registration Rights Agreement.
Votes Required for Approval
As of the Record Date, there were [•] shares of ROCC Common Stock issued and outstanding. Only the ROCC’s stockholders who hold shares of ROCC Common Stock of record as of the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof. Below are the required votes for each of the Proposals:

Proposal 1 — Approval of the Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of ROCC Common Stock, present in person by virtual
 
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attendance or represented by proxy, and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Business Combination Proposal.

Proposal 2 — Approval of the Charter Proposal requires the affirmative vote, present in person by virtual attendance or represented by proxy, of the majority of the issued and outstanding shares of ROCC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Proposal.

Proposal 3 —  Approval of the Nasdaq Proposal requires the affirmative vote of the majority of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Abstentions and broker non-votes will have no effect on the vote for the Nasdaq Proposal.

Proposal 4 — Approval of the Directors Proposal requires the affirmative vote by the plurality of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Abstentions and broker non-votes will have no effect on the vote for the Directors Proposal.

Proposal 5 — Approval of the Incentive Plan Proposal requires the affirmative vote of the majority of the votes cast by holders of ROCC Common Stock, present in person by virtual attendance or represented by proxy, at the Meeting. Abstentions and broker non-votes will have no effect on the vote for the Incentive Plan Proposal.

Proposal 6 — Approval of the Adjournment Proposal requires the affirmative vote of the majority of the shares of ROCC Common Stock cast, present in person by virtual attendance or represented by proxy. Abstentions and broker non-votes will have no effect on the vote for the Adjournment Proposal.
Pursuant to the Letter Agreement and the Support Agreement, the Initial Stockholders holding an aggregate of 3,150,000 shares of ROCC Common Stock have agreed to vote their respective shares of ROCC Common Stock in favor of each of the Proposals.
Appraisal Rights
Appraisal rights are not available to holders of shares of ROCC Common Stock in connection with the Business Combination.
Redemption Rights
Pursuant to the Current Charter, holders of the Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of the then outstanding Public Shares. As of [•], 2021, this would have amounted to approximately $[•] per share.
You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)
hold Public Shares, or
hold Public Shares through Public Units and you elect to separate your Public Units into Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and
(ii)
prior to 5:00 p.m., Eastern Time, on [•], 2021, (x) submit a written request to Continental to redeem your Public Shares for cash and (y) deliver your Public Shares to Continental, physically or electronically through DTC.
Holders of outstanding Public Units must separate the Public Units into the Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If the Public Units are registered in a holder’s own name, such holder must deliver the certificate for its Public Units to Continental, with written instructions to separate the Public Units into the Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that
 
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the holder may then exercise his, her or its redemption rights upon the separation of the Public Units into the Public Shares and Public Warrants.
If a holder of the Public Shares exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its Public Shares (either physically or electronically) to Continental in accordance with the procedures described herein. See “The Meeting of the ROCC’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.
Interests of Certain Persons in the Business Combination
When you consider the recommendation of the ROCC Board in favor of the approval of the Business Combination Proposal and the other Proposals, you should keep in mind that the Sponsor and ROCC’s executive officers and directors have interests in the Proposals that are different from, or in addition to, and which may conflict with, your interest as a stockholder of ROCC. These interests include, among other things:

unless ROCC consummates the Business Combination or an initial business combination prior to December 15, 2022, Roth and Craig-Hallum will not be entitled to a fee equal to 4.5% of the gross proceeds of the IPO equal to approximately $5.2 million under the Business Combination Marketing Agreement or a fee of approximately $5.8 million for acting as placement agents in the PIPE Investment and the Sponsor and ROCC’s executive officer and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the IPO and the concurrent private placement of the Private Units not deposited in the Trust Account;

the fact that the Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the shares of ROCC Common Stock held by them if we fail to consummate the Business Combination or an initial business combination prior to December 15, 2022;

the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination within the required time period, CR Financial Holdings, Inc. and the Sponsor have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

the fact that, with certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (x) six months after the date of the consummation of the Business Combination and (y) the date on which the closing price of ROCC Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the date of the consummation of the Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of the Business Combination or earlier, in either case if, subsequent to the consummation of the Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of ROCC Common Stock for cash, securities or other property;

the fact that CR Financial Holdings, Inc., an entity affiliated with Roth, purchased an aggregate of 100 shares of ROCC Common Stock for an aggregate purchase price of $25,000 in February 2019 and such 100 shares of ROCC Common Stock resulted in an aggregate of 2,875,000 shares of ROCC Common Stock held by CR Financial Holdings, Inc. (after (i) the declaration of a stock dividend of 43,125 shares of ROCC Common Stock for each share of ROCC Common Stock then outstanding in June 2020 and (ii) a transfer back to us of 1,437,500 shares of ROCC Common Stock for nominal
 
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consideration, which shares were then cancelled but prior to the sale of 745,840 shares of ROCC Common Stock to the Sponsor and certain of our executive officers and directors);

the fact that the Sponsor and certain of our executive officers and directors purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares of ROCC Common Stock for an aggregate purchase price of $6,485.56, and the Founder Shares will have a significantly higher value at the time of the consummation of the Business Combination;

the continued indemnification of ROCC’s executive officers and directors and the continuation of ROCC’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination;

the fact that Mr. Adam Rothstein will continue as a member of the Combined Company’s board of directors and will be entitled to receive compensation for serving on the Combined Company’s board of directors; and

the fact that the Sponsor and ROCC’s executive officers and directors have agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve the Business Combination Proposal.
See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, ROCC will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that, following the consummation of the Business Combination, the Reservoir’s stockholders are expected to have a majority of the voting power of the Combined Company, Reservoir will comprise all of the ongoing operations of the Combined Company, Reservoir will comprise a majority of the governing body of the Combined Company and Reservoir’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Reservoir issuing shares for the net assets of ROCC, accompanied by a recapitalization. The net assets of ROCC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the consummation of the Business Combination will be those of Reservoir.
Recommendations of the ROCC Board and Reasons for the Business Combination
After careful consideration of the terms and conditions of the Merger Agreement, the ROCC Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, ROCC and the ROCC’s stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the ROCC Board reviewed various industry and financial data and the evaluation of materials provided by Reservoir. The ROCC Board did not obtain a fairness opinion on which to base its assessment. The ROCC Board recommends that ROCC stockholders vote:

FOR the Business Combination Proposal (Proposal 1);

FOR the Charter Proposal (Proposal 2);

FOR the Nasdaq Proposal (Proposal 3);

FOR the Directors Proposal (Proposal 4);

FOR the Incentive Plan Proposal (Proposal 5); and

FOR the Adjournment Proposal (Proposal 6).
Risk Factors
In evaluating the Business Combination and the Proposals to be considered and voted on at the Meeting, you should carefully review and consider the risk factors set forth under “Risk Factors.” The
 
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occurrence of one or more of the events or circumstances described under “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of ROCC and Reservoir to consummate the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Business Combination. Such risks include, but are not limited to:
Risks Related to Reservoir’s Business and Operations

Reservoir may be unable to compete successfully in the highly competitive markets in which it operates and may suffer reduced profits as a result;

Reservoir’s prospects and financial results may be adversely affected if Reservoir fails to identify, sign and retain recording artists and songwriters and by the existence or absence of superstar releases;

Reservoir’s business operations in some foreign countries subject it to trends, developments or other events which may adversely affect its results of operations;

Reservoir’s business may be adversely affected by competitive market conditions, and it may not be able to execute its business strategy;

Reservoir’s ability to operate effectively could be impaired if it fails to attract and retain its executive officers;

Reservoir’s management team has limited experience in operating a public company, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair Reservoir’s ability to produce timely and accurate financial statements or to comply with applicable regulations;

a significant portion of Reservoir’s revenues are subject to rate regulation either by government entities or by local third-party collecting societies throughout the world and rates on other income streams may be set by governmental proceedings, which may limit Reservoir’s profitability;

as part of its growth strategy, Reservoir intends to acquire, combine with or invest in other businesses and will face risks inherent in such transactions;

the enactment of legislation limiting the terms by which an individual can be bound under a “personal services” contract could impair Reservoir’s ability to retain the services of key artists;

if Reservoir’s recording artists and songwriters are characterized as employees, Reservoir would be subject to employment and withholding liabilities;

if streaming adoption or revenues grows less rapidly or levels off, Reservoir’s prospects, business, cash flows, financial condition and results of operations may be adversely affected;

Reservoir is substantially dependent on a limited number of digital music services for the online distribution and marketing of its music, and they are able to significantly influence the pricing structure for online music stores and may not correctly calculate royalties under license agreements; and

because Reservoir’s success depends substantially on its ability to maintain a professional reputation, adverse publicity concerning Reservoir or its artists, songwriters or key personnel could adversely affect its business.
Risks Related to Intellectual Property and Data Security

Failure to obtain, maintain, protect and enforce Reservoir’s intellectual property rights could substantially harm its business, operating results and financial condition;

assertions or allegations, even if not true, that Reservoir has infringed or violated intellectual property rights could harm its reputation and business, cash flows, financial condition and results of operations;

digital piracy and/or security information breaches through cyber security attacks or otherwise could adversely impact Reservoir’s business, cash flows, financial condition and results of operations; and
 
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Reservoir faces a potential loss of catalog to the extent that its recording artists have a right to recapture rights in their recordings under the U.S. Copyright Act.
Risks Related to ROCC and the Business Combination

There is no guarantee that a stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position;

the Initial Stockholders have agreed to vote in favor of the Business Combination Proposal and the other Proposals described in this proxy statement, regardless of how the ROCC’s public stockholders vote;

the Sponsor, ROCC’s executive officers and directors and certain affiliates of ROCC may have certain conflicts in connection with the Business Combination, since certain of their interests are different from, or in addition to, your interests as a stockholder of ROCC;

if ROCC’s security holders exercise their registration rights with respect to the Founder Shares, the Private Units and the underlying securities, it may have an adverse effect on the market price of ROCC’s securities;

ROCC will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to the ROCC’s stockholders;

if the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of ROCC’s securities may decline;

the unaudited pro forma condensed combined financial information contained in this proxy statement may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been;

the obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations;

the Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq but the Combined Company may be unable to maintain the listing of its securities in the future;

ROCC may waive one or more of the conditions to the consummation of the Business Combination without resoliciting stockholder approval for the Business Combination Proposal;

the ROCC’s stockholders will experience immediate dilution as a consequence of the issuance of ROCC Common Stock as consideration in the Business Combination, and having a minority share position may reduce the influence that the ROCC’s current stockholders have on the management of ROCC; and

the Combined Company’s substantial indebtedness could adversely affect its business, cash flows, financial condition and results of operations.
Risks Related to the Combined Company’s Common Stock

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment; and

because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF ROCC
The following tables set forth certain selected historical financial information of ROCC as of December 31, 2020 and for the three months ended March 31, 2021 and 2020. The selected historical financial information as of December 31, 2020 has been derived from, and should be read together with, ROCC’s financial statements, including the accompanying notes, as of such dates and for such periods, contained elsewhere in this proxy statement, which have been audited by Marcum LLP, as independent registered public accounting firm. The selected historical financial information as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 has been derived from, and should be read together with, ROCC’s unaudited condensed financial statements as of such date and for such periods, contained elsewhere in this proxy statement. ROCC’s results of operations and financial condition presented below do not purport to be indicative of its results of operations or financial condition as of any future date or for any future period.
The selected historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ROCC,” “Unaudited Pro Forma Condensed Combined Financial Information,” and ROCC’s financial statements and Reservoir’s consolidated financial statements, in each case, including the accompanying notes, contained elsewhere in this proxy statement.
Three Months
Ended
March 31,
2021
Three Months
Ended
March 31,
2020
Income Statement Data:
Formation and operational costs
$ 204,239 $ 85
Loss from operations
(204,239) (85)
Other income:
Interest earned on marketable securities held in the Trust Account
6,208     —
Change in fair value of warrant liabilities
(49,500)
Other expense, net
(43,292)
Loss before income taxes
(247,531) (85)
Net loss
(247,531) (85)
Basic and diluted weighted average shares outstanding, ROCC Common Stock
subject to possible redemption
11,088,616
Basic and diluted net loss per share, ROCC Common Stock subject to possible
redemption
$ 0.00 $ 0.00
As of
March 31,
2021
As of
December 31,
2020
Balance Sheet Data:
Trust Account
$ 115,012,821 $ 115,006,613
Total assets
115,942,416 116,099,067
Total liabilities
303,784 212,904
ROCC Common Stock subject to possible redemption
110,638,630 110,886,160
Stockholders’ equity
5,000,002 5,000,003
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF RESERVOIR
The following tables set forth certain selected historical consolidated financial information of Reservoir as of and for the years ended March 31, 2021 and 2020. The selected historical consolidated financial information as of and for the years ended March 31, 2021 and 2020 has been derived from, and should be read together with, Reservoir’s consolidated financial statements, including the accompanying notes, as of such dates and for such years, contained elsewhere in this proxy statement. Reservoir’s results of operations and financial condition presented below do not purport to be indicative of its results of operations or financial condition as of any future date or for any future period.
The selected historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Reservoir,” and Reservoir’s consolidated financial statements, in each case, including the accompanying notes, contained elsewhere in this proxy statement.
Year Ended
March 31,
(in thousands)
2021
2020
Income Statement Data:
Revenues
$ 81,778 $ 63,239
Total costs and expenses
62,107 47,761
Operating income
19,671 15,477
Income before income taxes
12,790 14,210
Income tax expense
2,454 4,199
Net income
10,336 10,011
Net (income) / loss attributable to noncontrolling
interests
(47) 47
Net income attributable to Reservoir
10,289 10,058
Total comprehensive income
16,818 8,029
Total comprehensive income attributable to Reservoir
16,771 $ 8,076
Cash Flow Data:
Net cash provided by operating activities
$ 16,247 $ 11,882
Net cash (used for) investing activities
(120,147) (107,806)
Net cash provided by financing activities
47,220 147,030
(in thousands)
As of
March 31,
2021
2020
Balance Sheet Data:
Cash and cash equivalents
$ 9,210 $ 58,240
Total assets
463,944 396,591
Loans and secured notes payable
211,532 171,785
Total liabilities
267,959 225,499
Total shareholders’ equity
195,985 171,092
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, including statements with respect to the anticipated timing, completion and effects of the Business Combination and the financial condition, results of operations, earnings outlook and prospects of ROCC and/or Reservoir and may include statements for the period(s) following the consummation of the Business Combination. Forward-looking statements are based on the current expectations and beliefs of the management of ROCC and Reservoir, as applicable, and are inherently subject to a number of risks, uncertainties and assumptions, and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual financial condition, results of operations, earnings and/or prospects to be materially different from those expressed or implied by these forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The risks, uncertainties and/or assumptions include, but are not limited to, those described in “Risk Factors,” those discussed and identified in public filings made with the SEC by ROCC and the following:

expectations regarding Reservoir’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures;

Reservoir’s ability to invest in growth initiatives and pursue acquisition opportunities;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the outcome of any legal proceedings that may be instituted against ROCC or Reservoir following announcement of the Merger Agreement and the transactions contemplated therein;

the inability to consummate the Business Combination due to, among other things, the failure to obtain the ROCC’s stockholder approval for the Proposals and/or certain regulatory approvals or satisfy other conditions to closing in the Merger Agreement;

the inability to obtain or maintain the listing of ROCC Common Stock on Nasdaq following the consummation of the Business Combination;

the risk that the announcement and consummation of the Business Combination disrupts Reservoir’s current plans and operations;

the ability to achieve the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Reservoir to grow and manage growth profitably and retain its key employees;

costs related to the Business Combination;

the amount of any redemptions by existing holders of ROCC Common Stock being greater than expected;

limited liquidity and trading of ROCC’s securities;

geopolitical risk and changes in applicable laws or regulations;

the possibility that ROCC and/or Reservoir may be adversely affected by other economic, business and/or competitive factors;

risks relating to the uncertainty of the projected financial information with respect to Reservoir;
 
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risks related to the organic and inorganic growth of Reservoir’s business and the timing of expected business milestones;

risk that the COVID-19 pandemic, and local, state and federal responses to addressing the COVID-19 pandemic, may have an adverse effect on our and Reservoir’s business operations, as well as our and their financial condition and results of operations;

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Reservoir’s resources; and

other risks that the consummation of the Business Combination is substantially delayed or does not occur.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of ROCC and/or Reservoir prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to ROCC, Reservoir or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, ROCC and Reservoir undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
 
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating the Business Combination and the proposals to be voted on at the Meeting. The following risk factors apply to the business and operations of Reservoir and will also apply to the business and operations of the Combined Company following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Business Combination. We or Reservoir may face additional risks and uncertainties that are not presently known to us or Reservoir or that we or Reservoir currently deem immaterial, which may also impair our or Reservoir’s business, cash flows, financial condition and results of operations.
Risks Related to Reservoir’s Business and Operations
Reservoir’s business, cash flows, financial condition and results of operations are expected to continue to be adversely impacted by the COVID-19 pandemic.
The COVID-19 pandemic has had and will have an adverse effect on Reservoir’s business, cash flows, financial condition and results of operations.
While physical revenue streams — physical revenue in Reservoir’s recorded music business (the “Recorded Music business”) and mechanical revenue in Reservoir’s music publishing business (the “Music Publishing business”) — have declined significantly over the last decade, the virus outbreak has resulted in declines in Reservoir’s physical revenue streams related to disruptions in manufacturing and physical supply chains, the mandated closure of physical retailers, the requirement that people stay in their homes and Reservoir’s decisions to delay the release of new recordings from artists with a more physical consumer base.
Stay at home orders, limited indoor and outdoor gatherings and other restrictions have negatively affected Reservoir’s business in other ways. The COVID-19 pandemic has suspended live concert tours, adversely impacting Reservoir’s concert promotion business and its sale of tour merchandise. It has made it more difficult for artists to engage in marketing efforts around the release of their new recordings which, in some cases, has led to Reservoir’s decisions to delay the release of those recordings. It has delayed the release of new recordings by impeding the types of collaboration among artists, songwriters, producers, musicians, engineers and studios which are necessary for the delivery of those recordings. The cessation or significant delay in the production of motion pictures and television programs has negatively affected licensing revenue in Reservoir’s Recorded Music business and synchronization revenue in Reservoir’s Music Publishing business.
It has been widely reported that advertisers have reduced their advertising spend as a result of the COVID-19 pandemic. Reservoir expects this will result in a corresponding decline in licensing revenue and, to a lesser extent, ad-supported digital revenue in its Recorded Music business and synchronization, performance and ad-supported digital revenue in its Music Publishing business.
The severity and the duration of the COVID-19 pandemic is difficult to predict but it is expected that the COVID-19 pandemic will continue to materially and adversely affect the global economy, creating risks around the timing and collectability of Reservoir’s accounts receivable and leading to a decline in consumer discretionary spending which, in turn, could have a negative impact on Reservoir’s business, cash flows, financial condition and results of operations. To the extent the COVID-19 pandemic adversely affects Reservoir’s business, cash flows, financial condition or results of operations, it may also have the effect of heightening other risks described in this section.
Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 virus and around the imposition or relaxation of protective measures, Reservoir cannot at this time reasonably estimate the impact to its future business, cash flows, financial condition and results of operations.
 
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Reservoir may be unable to compete successfully in the highly competitive markets in which it operates and may suffer reduced profits as a result.
The industries in which Reservoir operates are highly competitive, have experienced ongoing consolidation among major music entertainment companies and are driven by consumer preferences that are rapidly changing. Furthermore, they require substantial human and capital resources. Reservoir competes with other recorded music companies and music publishing companies to identify and sign new recording artists and songwriters with the potential to achieve long-term success and to enter into and renew agreements with established recording artists and songwriters. In addition, Reservoir’s competitors may from time to time increase the amounts they spend to discover, or to market and promote, recording artists and songwriters or reduce the prices of their music in an effort to expand market share. Reservoir may lose business if it is unable to sign successful recording artists or songwriters or to match the prices of the music offered by its competitors. Reservoir’s Recorded Music business competes not only with other recorded music companies, but also with recording artists who may choose to distribute their own works (which has become more practicable as music is distributed online rather than physically) and companies in other industries (such as Spotify) that may choose to sign direct deals with recording artists or recorded music companies. Reservoir’s Music Publishing business competes not only with other music publishing companies, but also with songwriters who publish their own works and companies in other industries that may choose to sign direct deals with songwriters or music publishing companies. Reservoir’s Recorded Music business is to a large extent dependent on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments. For example, Reservoir’s Recorded Music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer file sharing, by an inability to enforce Reservoir’s intellectual property rights in digital environments and by a failure to further develop successful business models applicable to a digital environment. The Recorded Music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures and video games in physical and digital formats.
Reservoir’s prospects and financial results may be adversely affected if Reservoir fails to identify, sign and retain recording artists and songwriters and by the existence or absence of superstar releases.
Reservoir is dependent on identifying, signing and retaining recording artists with long-term potential, whose debut music is well received on release, whose subsequent music is anticipated by consumers and whose music will continue to generate sales as part of Reservoir’s catalog for years to come. The competition among record companies for such talent is intense. Competition among record companies to sell and otherwise market and promote music is also intense. Reservoir is also dependent on signing and retaining songwriters who will write the hit songs of today and the classics of tomorrow. Reservoir’s competitive position is dependent on its continuing ability to attract and develop recording artists and songwriters whose work can achieve a high degree of public acceptance and who can timely deliver their music to us. Reservoir’s prospects and financial results may be adversely affected if it is unable to identify, sign and retain such recording artists and songwriters under terms that are economically attractive to it. Reservoir’s prospects and financial results may also be affected by the existence or absence of superstar recording artist releases during a particular period. Some music entertainment industry observers believe that the number of superstar recording acts with long-term appeal, both in terms of catalog sales and future releases, has declined in recent years. Additionally, Reservoir’s prospects and financial results are generally affected by the appeal of its recorded music and music publishing catalogs to consumers.
Reservoir’s business operations in some foreign countries subject it to trends, developments or other events which may adversely affect its results of operations.
Reservoir is a global company with strong local presences, which have become increasingly important as the popularity of music originating from a country’s own language and culture has increased in recent years. Reservoir’s mix of national and international recording artists and songwriters is designed to provide a significant degree of diversification. However, Reservoir’s music does not necessarily enjoy universal appeal and, if it does not continue to appeal in various countries, Reservoir’s results of operations could be adversely impacted. As a result, Reservoir’s results of operations can be affected not only by general industry trends, but also by trends, developments or other events in individual countries, including:
 
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limited legal protection and enforcement of intellectual property rights;

restrictions on the repatriation of capital;

fluctuations in interest and foreign exchange rates;

differences and unexpected changes in regulatory environment, including environmental, health and safety, local planning, zoning and labor laws, rules and regulations;

varying tax regimes which could adversely affect Reservoir’s results of operations or cash flows, including regulations relating to transfer pricing and withholding taxes on remittances and other payments by subsidiaries and joint ventures;

exposure to different legal standards and enforcement mechanisms and the associated cost of compliance;

difficulties in attracting and retaining qualified management and employees or rationalizing Reservoir’s workforce;

tariffs, duties, export controls and other trade barriers;

global economic and retail environment;

longer accounts receivable settlement cycles and difficulties in collecting accounts receivable;

recessionary trends, inflation and instability of the financial markets;

higher interest rates; and

political instability.
Reservoir may not be able to insure or hedge against these risks, and it may not be able to ensure compliance with all of the applicable regulations without incurring additional costs, or at all. For example, Reservoir’s results of operations could be impacted by fluctuations of the U.S. dollar against most currencies. See “— Unfavorable currency exchange rate fluctuations could adversely affect Reservoir’s results of operations.” Furthermore, financing may not be available in countries with less than investment-grade sovereign credit ratings. As a result, it may be difficult to create or maintain profitable operations in various countries.
In addition, Reservoir’s results can be affected by trends, developments and other events in individual countries. There can be no assurance that in the future country-specific trends, developments or other events will not have a significant adverse effect on Reservoir’s business, cash flows, financial condition and results of operations. Unfavorable conditions can depress revenues in any given market and prompt promotional or other actions that adversely affect Reservoir’s margins.
Furthermore, under the terms of a withdrawal agreement between the United Kingdom and the European Union, the United Kingdom formally left the European Union on January 31, 2020 and, on January 1, 2021, the United Kingdom left the European Union’s Single Market and Customs Union, as well as all policies and international agreements of the European Union. On December 24, 2020, the European Commission reached a trade agreement with the United Kingdom on the terms of its future cooperation with the European Union (the “Brexit Trade Agreement”). Although we cannot predict the impact that the Brexit Trade Agreement will have on our business, it is possible that new terms, as well as the continued uncertainty related to Brexit, may cause increased economic volatility and uncertainty in the European and global markets and could adversely affect our business, cash flows, financial condition and results of operations.
Unfavorable currency exchange rate fluctuations could adversely affect Reservoir’s results of operations.
As Reservoir continues to expand its international operations, Reservoir becomes increasingly exposed to the effects of fluctuations in currency exchange rates. The reporting currency for Reservoir’s consolidated financial statements is the U.S. dollar. Reservoir has substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars. To prepare Reservoir’s consolidated financial statements, Reservoir must translate those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable
 
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exchange rates. Consequently, increases and decreases in the value of the U.S. dollar versus other currencies will affect the amount of these items in Reservoir’s consolidated financial statements, even if their value has not changed in their original currency. These translations could result in significant changes to Reservoir’s results of operations from period to period. In addition, from time to time, Reservoir enters into foreign exchange contracts to hedge the risk of unfavorable foreign currency exchange rate movements.
Reservoir’s business may be adversely affected by competitive market conditions, and it may not be able to execute its business strategy.
Reservoir expects to increase revenues and cash flow through a business strategy which requires it, among other things, to continue to maximize the value of its music, to significantly reduce costs to maximize flexibility and adjust to new realities of the market, to continue to act to contain digital piracy and to diversify its revenue streams into growing segments of the music entertainment business by continuing to capitalize on digital distribution and emerging technologies, entering into expanded-rights deals with recording artists and by operating its artist services businesses.
Each of these initiatives requires sustained management focus, organization and coordination over significant periods of time. Each of these initiatives also requires success in building relationships with third parties and in anticipating and keeping up with technological developments and consumer preferences and may involve the implementation of new business models or distribution platforms. The results of Reservoir’s strategy and the success of Reservoir’s implementation of this strategy will not be known for some time in the future. If Reservoir is unable to implement its strategy successfully or properly react to changes in market conditions, its business, cash flows, financial condition and results of operations could be adversely affected.
Reservoir’s ability to operate effectively could be impaired if it fails to attract and retain its executive officers.
Reservoir competes with other music entertainment companies and other companies for top talent. Reservoir’s ability to successfully implement its business strategy and to operate profitably depends, in part, on its ability to retain key personnel. If key personnel become unable or unwilling to continue in their present positions, Reservoir’s business, cash flows, financial condition and results of operations could be materially adversely affected. Reservoir’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel.
Competition for these employees can be intense, and the Combined Company’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Reservoir may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect its business, including the execution of its business strategy. Any failure by Reservoir’s management team to perform as expected may have a material adverse effect on Reservoir’s business, cash flows, financial condition and results of operations.
Past performance by Reservoir’s management team and their affiliates may not be indicative of future performance of an investment in Reservoir.
Information regarding performance by, or businesses associated with, Reservoir’s management team or businesses associated with them is presented for informational purposes only. Past performance by Reservoir’s management team is not a guarantee of success with respect to any acquisition the Combined Company may consummate or strategy the Combined Company may implement. You should not rely on the historical record of the performance of Reservoir’s management team or businesses associated with them as indicative of the Combined Company’s future performance of an investment in Reservoir or the returns it will, or is likely to, generate going forward.
Reservoir’s management team has limited experience in operating a public company.
Reservoir’s executive officers have limited experience in the management of a publicly traded company. Reservoir’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Reservoir’s management team’s limited experience in dealing with the increasingly complex laws
 
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pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of its management team’s time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. Reservoir may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.
Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair Reservoir’s ability to produce timely and accurate financial statements or to comply with applicable regulations and have a material adverse effect on its business, cash flows, financial condition and results of operations.
Reservoir’s management determined that material weaknesses existed in the internal controls over financial reporting while preparing its consolidated financial statements as of March 31, 2021 and 2020. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to an ineffective control environment due to improper segregation of duties and a lack of qualified personnel to address certain complex accounting transactions and an ineffective risk assessment process resulting in improper design of control activities to address certain risks of material misstatement. Because Reservoir did not identify and address gaps in qualified personnel, Reservoir’s management was unable to appropriately define responsibilities to carry out effective internal controls over financial reporting, resulting in design deficiencies and the absence of segregation of duties. While Reservoir has instituted plans to remediate these issues and continues to take remediation steps, including hiring additional personnel subsequent to March 31, 2021 and implementing new processes and controls in connection with financial reporting, Reservoir continued to have a limited number of personnel with the level of GAAP accounting knowledge, specifically related to complex accounting transactions, commensurate with its financial reporting requirements. Although Reservoir believes the hiring of additional accounting resources and implementation of processes and controls to better identify and manage segregation of duties will remediate the weakness with respect to insufficient personnel, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If Reservoir is unable to remediate the material weaknesses, its ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected, which, in turn, have a material adverse effect on its business, cash flows, financial condition and results of operations.
Reservoir’s independent registered public accounting firm is not required to formally attest to the effectiveness of Reservoir’s internal controls over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, Reservoir’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Reservoir’s internal controls over financial reporting are documented, designed or operating. Any failure to implement and maintain effective internal controls over financial reporting also could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of Reservoir’s internal controls over financial reporting that it will eventually be required to include in its periodic reports that are filed with the SEC.
Reservoir has been operating as a private company. Following the consummation of the Business Combination, management of the Combined Company will have significant requirements for enhanced financial reporting and internal controls as a public company. As a result, matters impacting Reservoir’s internal controls over financial reporting may cause it to be unable to report its consolidated financial information on a timely basis and thereby subject it to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, which may result in a breach of the covenants under the New Senior Credit Facility or future financing arrangements. There also could be a negative reaction
 
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in the financial markets due to a loss of investor confidence in the Combined Company and the reliability of its consolidated financial statements. Confidence in the reliability of Reservoir’s consolidated financial statements also could suffer if Reservoir or its independent registered public accounting firm continue to report a material weakness in its internal controls over financial reporting. This could materially adversely affect Reservoir’s business, cash flows, financial condition and results of operations and lead to a decline in the market price of the Combined Company’s common stock.
A significant portion of Reservoir’s revenues are subject to rate regulation either by government entities or by local third-party collecting societies throughout the world and rates on other income streams may be set by governmental proceedings, which may limit Reservoir’s profitability.
Mechanical royalties and performance royalties are two of the main sources of income to Reservoir’s Music Publishing business and mechanical royalties are a significant expense to Reservoir’s Recorded Music business. In the United States, mechanical royalty rates are set every five years pursuant to an administrative process under the U.S. Copyright Act, unless rates are determined through industry negotiations, and performance royalty rates are determined by negotiations with performing rights societies, the largest of which, the American Society of Composers, Authors and Publishers (the “ASCAP”) and Broadcast Music, Inc. (the “BMI”), are subject to a consent decree rate-setting process if negotiations are unsuccessful. In June 2019, the Antitrust Division of the Department of Justice opened a review of its consent decrees with ASCAP and BMI to determine whether the decrees should be maintained in their current form, modified or terminated. Outside the United States, mechanical and performance royalty rates are typically negotiated on an industry-wide basis. In most territories outside the United States, mechanical royalties are based on a percentage of wholesale prices for physical product and based on a percentage of consumer prices for digital formats. The mechanical and performance royalty rates set pursuant to such processes may adversely affect Reservoir by limiting its ability to increase the profitability of its Music Publishing business. If the mechanical and performance royalty rates are set too high it may also adversely affect Reservoir by limiting its ability to increase the profitability of its Recorded Music business. In addition, rates Reservoir’s Recorded Music business receives in the United States for webcasting and satellite radio are set every five years by an administrative process under the U.S. Copyright Act unless rates are determined through industry negotiations. It is important as revenues continue to shift from physical to diversified distribution channels that Reservoir receives fair value for all of the uses of its intellectual property as its business model now depends upon multiple revenue streams from multiple sources. The rates set for recorded music and music publishing income sources through collecting societies or legally prescribed rate-setting processes could have a material adverse impact on Reservoir’s business prospects.
Reservoir may not have full control and ability to direct the operations it conducts through joint ventures.
Reservoir currently has interests in a number of joint ventures and may in the future enter into further joint ventures as a means of conducting its business. In addition, Reservoir structures certain of its relationships with recording artists and songwriters as joint ventures. Reservoir may not be able to fully control the operations and the assets of its joint ventures, and it may not be able to make major decisions or may not be able to take timely actions with respect to its joint ventures unless its joint venture partners agree.
As part of its growth strategy,Reservoir intends to acquire, combine with or invest in other businesses and will face risks inherent in such transactions.
Reservoir has in the past engaged, and will continue from time to time in the future to engage, in opportunistic strategic acquisitions or other transactions, which could involve, in addition to acquisitions, combinations or dispositions of businesses or assets, or strategic alliances or joint ventures with companies engaged in music entertainment, entertainment or other businesses. Any such combination could be material, be difficult to implement, disrupt Reservoir’s business or change its business profile, focus or strategy significantly. In addition, to the extent Reservoir seeks to grow its business through acquisitions, Reservoir may not be able to successfully identify attractive acquisition opportunities or consummate any such acquisitions if it cannot reach an agreement on commercially favorable terms, if it lacks sufficient resources to finance the transaction on its own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. Furthermore, competition for acquisitions
 
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in the markets in which Reservoir operates has increased during recent years, and may continue to increase in the future, which may result in an increase in the costs of acquisitions or may cause Reservoir to refrain from making certain acquisitions. Reservoir may not be able to complete future acquisitions on favorable terms, if at all.
If Reservoir does complete future acquisitions, there can be no assurance that they will ultimately strengthen its competitive position or that they will be viewed positively by customers, financial markets or investors. Furthermore, future acquisitions could pose numerous additional risks to Reservoir’s business, cash flows, financial condition and results of operations, including:

potential disruption of Reservoir’s ongoing business and distraction of management;

potential loss of recording artists or songwriters from Reservoir’s rosters;

difficulty integrating the acquired businesses or segregating assets to be disposed of;

exposure to unknown and/or contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any businesses Reservoir may acquire;

reputational or other damages to Reservoir’s business as a result of a failure to consummate such a transaction for, among other reasons, failure to gain antitrust approval;

changing Reservoir’s business profile in ways that could have unintended consequences and
challenges in achieving strategic objectives, cost savings and other anticipated benefits;

difficulty in maintaining controls, procedures and policies during the transition and integration;

challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and

use of substantial portions of Reservoir’s available cash or the incurrence of debt to consummate the acquisition.
If Reservoir enters into significant transactions in the future, related accounting charges may affect its financial condition and results of operations, particularly in the case of any acquisitions. In addition, the financing of any significant acquisition may result in changes in Reservoir’s capital structure, including the incurrence of additional indebtedness, which may be substantial. Conversely, any material disposition could reduce Reservoir’s indebtedness or require the amendment or refinancing of its outstanding indebtedness or a portion thereof. Reservoir may not be successful in addressing these risks or any other problems encountered in connection with any strategic or transformative transactions. Reservoir cannot assure you that if it makes any future acquisitions, investments, strategic alliances or joint ventures or enters into any business combination that they will be completed in a timely manner, or at all, that they will be structured or financed in a way that will enhance Reservoir’s creditworthiness or that they will meet its strategic objectives or otherwise be successful. Reservoir also may not be successful in implementing appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these transactions. Failure to effectively manage any of these transactions could result in material increases in costs or reductions in expected revenues, or both. In addition, if any new business in which Reservoir invests or which it attempts to develop does not progress as planned, Reservoir may not recover the funds and resources it has expended and this could have a negative impact on its businesses or Reservoir’s and its subsidiaries as a whole.
The enactment of legislation limiting the terms by which an individual can be bound under a “personal services” contract could impair Reservoir’s ability to retain the services of key artists.
California Labor Code Section 2855 (“Section 2855”) limits the duration of time any individual can be bound under a contract for “personal services” to a maximum of seven years. In 1987, subsection (b) was added to Section 2855, which provides a limited exception to Section 2855 for recording contracts, creating a damages remedy for record companies. Such legislation could result in certain of Reservoir’s existing contracts with artists being declared unenforceable, or may restrict the terms under which Reservoir enters into contracts with artists in the future, either of which could adversely affect Reservoir’s results of operations. There is no assurance that California will not introduce legislation in the future seeking to repeal subsection
 
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(b) of Section 2855. The repeal of subsection (b) of Section 2855 and/or the passage of legislation similar to Section 2855 by other states could materially adversely affect Reservoir’s business, cash flows, financial condition and results of operations.
If Reservoir’s recording artists and songwriters are characterized as employees, Reservoir would be subject to employment and withholding liabilities.
Although Reservoir believes that the recording artists and songwriters with which it partners are properly characterized as independent contractors, tax or other regulatory authorities may in the future challenge Reservoir’s characterization of these relationships. Reservoir is aware of a number of judicial decisions and legislative proposals that could bring about major reforms in worker classification, including the California legislature’s recent passage of California Assembly Bill 5 (“AB 5”). AB 5 purports to codify a new test for determining worker classification that is widely viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships. Given AB 5’s recent passage, there is no guidance from the regulatory authorities charged with its enforcement, and there is a significant degree of uncertainty regarding its application. In addition, AB 5 has been the subject of widespread national discussion and it is possible that other jurisdictions may enact similar laws. If such regulatory authorities or state, federal or foreign courts were to determine that Reservoir’s recording artists and songwriters are employees, and not independent contractors, Reservoir would be required to withhold income taxes, to withhold and pay Social Security, Medicare and similar taxes and to pay unemployment and other related payroll taxes. Reservoir would also be liable for unpaid past taxes and subject to penalties. As a result, any determination that Reservoir’s recording artists and songwriters are its employees could have a material adverse effect on its business, cash flows, financial condition and results of operations.
If streaming adoption or revenues grows less rapidly or levels off, Reservoir’s prospects, business, cash flows, financial condition and results of operations may be adversely affected.
Streaming revenues are important because they have offset declines in downloads and physical sales and represent a growing area of Reservoir’s Recorded Music business. According to the International Federation of the Phonographic Industry (the “IFPI”), streaming revenues, which includes revenues from ad-supported and subscription services, accounted for approximately 88% of digital revenues in 2019, up approximately 5% year-over-year. There can be no assurance that this growth pattern will persist or that digital revenues will continue to grow at a rate sufficient to offset and exceed declines in downloads and physical sales. If growth in streaming revenues levels off or fails to grow as quickly as it has over the past several years, Reservoir’s Recorded Music business may experience reduced levels of revenues and operating income. Additionally, slower growth in streaming adoption or revenues is also likely to have a negative impact on Reservoir’s Music Publishing business, which generates a significant portion of its revenues from sales and other uses of recorded music.
Reservoir is substantially dependent on a limited number of digital music services for the online distribution and marketing of its music, and they are able to significantly influence the pricing structure for online music stores and may not correctly calculate royalties under license agreements.
Reservoir derives an increasing portion of its revenues from the licensing of music through digital distribution channels. Reservoir is currently dependent on a small number of leading digital music services. Reservoir has limited ability to increase its wholesale prices to digital music services as a small number of digital music services control much of the legitimate digital music business. If these services were to adopt a lower pricing model or if there were structural changes to other pricing models, Reservoir could receive substantially less for its music, which could cause a material reduction in Reservoir’s revenues, unless offset by a corresponding increase in the number of transactions. Reservoir currently enters into short-term license agreements with many digital music services and provides its music on an at-will basis to others. There can be no assurance that Reservoir will be able to renew or enter into new license agreements with any digital music service. The terms of these license agreements, including the royalty rates that Reservoir receives pursuant to them, may change as a result of changes in its bargaining power, changes in the industry, changes in the law, or for other reasons. Decreases in royalty rates, rates of revenue sharing or changes to other terms of these license agreements may materially impact Reservoir’s business, operating results and financial condition. Digital music services generally accept and make available all of the music that Reservoir
 
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delivers to them. However, if digital music services in the future decide to limit the types or amount of music they will accept from music entertainment companies like Reservoir, Reservoir’s revenues could be significantly reduced. See “Information About Reservoir — Recorded Music — Sales and Digital Distribution.”
Reservoir is also substantially dependent on a limited number of digital music services for the marketing of its music. A significant proportion of the music streamed on digital music services is from playlists curated by those services or generated from those services’ algorithms. If these services were to fail to include Reservoir’s music on playlists, change the position of its music on playlists or give Reservoir less marketing space, it could adversely affect Reservoir’s business, cash flows, financial condition and results of operations.
Under Reservoir’s license agreements and relevant statutes, Reservoir receives royalties from digital music services in order to stream or otherwise offer its music. The determination of the amount and timing of such payments is complex and subject to a number of variables, including the revenue generated, the type of music offered and the country in which it is sold, identification of the appropriate licensor, and the service tier on which music is made available. As a result, Reservoir may not be paid appropriately for its music. Failure to be accurately paid its royalties may adversely affect Reservoir’s business, cash flows, financial condition and results of operations.
Because Reservoir’s success depends substantially on its ability to maintain a professional reputation, adverse publicity concerning Reservoir or its artists, songwriters or key personnel could adversely affect its business.
Reservoir’s professional reputation is essential to its continued success and any decrease in the quality of its reputation could impair its ability to, among other things, recruit and retain qualified and experienced key personnel, retain or attract artists and songwriters and/or enter into licensing or other contractual arrangements. Reservoir’s overall reputation may be negatively impacted by a number of factors, including negative publicity concerning Reservoir or its artists, songwriters or key personnel. Any adverse publicity relating to Reservoir or such individuals or entities that we employ or represent, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, could result in significant media attention, even if not directly relating to or involving Reservoir, and could have a negative impact on its professional reputation. This could result in termination of licensing or other contractual relationships or Reservoir’s ability to attract and retain artists, songwriters or key personnel, all of which could adversely affect Reservoir business, cash flows, financial condition and results of operations.
Risks Related to Intellectual Property and Data Security
Failure to obtain, maintain, protect and enforce Reservoir’s intellectual property rights could substantially harm its business, operating results and financial condition.
The success of Reservoir’s business depends on its ability to obtain, maintain, protect and enforce its trademarks, copyrights and other intellectual property rights. The measures that Reservoir takes to obtain, maintain, protect and enforce its intellectual property rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time-consuming and, despite such measures, third parties may be able to obtain and use Reservoir’s intellectual property rights without its permission. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect Reservoir’s ability to obtain, maintain, protect or enforce its intellectual property rights. Failure to obtain, maintain, protect or enforce Reservoir’s intellectual property rights could harm its brand or brand recognition and adversely affect Reservoir’s business, financial condition and results of operation.
Reservoir also in-licenses certain major trademarks for certain wholly-owned subsidiaries from third parties pursuant to perpetual, royalty-free license agreements that may be terminated by the licensor under certain circumstances, including Reservoir’s material breach of the terms of such license agreements. Upon any such termination, Reservoir may be required to either negotiate a new or reinstated agreement with less favorable terms or otherwise lose its rights to use the licensed trademarks.
 
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Reservoir’s involvement in intellectual property litigation could adversely affect its business, cash flows, financial condition and results of operations.
Reservoir’s business is highly dependent upon intellectual property, an area that has encountered increased litigation in recent years. If Reservoir is alleged to infringe, misappropriate or otherwise violate the intellectual property rights of a third party, any litigation to defend the claim could be costly and would divert the time and resources of management, regardless of the merits of the claim and whether the claim is settled out of court or determined in Reservoir’s favor. There can be no assurance that Reservoir would prevail in any such litigation. If Reservoir were to lose a litigation relating to intellectual property, it could be forced to pay monetary damages and to cease using certain intellectual property or technologies. Any of the foregoing may adversely affect Reservoir’s business, cash flows, financial condition and results of operations.
Assertions or allegations, even if not true, that Reservoir has infringed or violated intellectual property rights could harm its reputation and business, cash flows, financial condition and results of operations.
Third parties, including artists, copyright owners and other online music platforms, have asserted, and may in the future assert, that Reservoir has infringed, misappropriated or otherwise violated their copyright or other intellectual property rights. As Reservoir faces increasing competition globally, the possibility of intellectual property rights claims against it grows.
Reservoir also sublicenses some of its licensed music content to other platforms. Reservoir’s agreements with such third-party platforms typically require them to comply with the terms of the license and applicable copyright laws and regulations. However, there is no guarantee that the third-party platforms to which Reservoir sublicenses its content will comply with the terms of its license arrangements or all applicable copyright laws and regulations. In the event of any breach or violation by such platforms, Reservoir may be held liable to the copyright owners for damages and be subject to legal proceedings as a result, in which case its reputation and business, cash flows, financial condition and results of operations may be materially and adversely affected.
In addition, music, internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Other companies in these industries may have larger intellectual property portfolios than Reservoir does, which could make it a target for litigation as it may not be able to assert counterclaims against parties that sue Reservoir for intellectual property infringement. Furthermore, from time to time, Reservoir may introduce new products and services, which could increase its exposure to intellectual property claims. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm Reservoir’s reputation and/or business, cash flows, financial condition and results of operations.
Digital piracy could adversely impact Reservoir’s business, cash flows, financial condition and results of operations.
A substantial portion of Reservoir’s revenue comes from the distribution of music which is potentially subject to unauthorized consumer copying and widespread digital dissemination without an economic return to Reservoir, including as a result of “stream-ripping.” In its Music Listening 2019 report, the IFPI surveyed 34,000 Internet users to examine the ways in which music consumers aged 16 to 64 engage with recorded music across 21 countries. Of those surveyed, 23% used illegal stream-ripping services, the leading form of music piracy. Organized industrial piracy may also lead to decreased revenues. The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but Reservoir believes that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues. If Reservoir fails to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in its favor (or if judicial decisions are not in its favor), if Reservoir is unsuccessful in its efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if Reservoir fails to develop effective means of protecting and enforcing its intellectual property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or Reservoir’s music entertainment-related products or services, its results of operations, financial position and prospects may suffer.
 
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If Reservoir or its service providers do not maintain the security of information relating to its customers, employees and vendors and its music, security information breaches through cyber security attacks or otherwise could damage its reputation with customers, employees, vendors and artists, and it could incur substantial additional costs, become subject to litigation and its results of operations and financial condition could be adversely affected.
Reservoir receives certain personal information about its customers and potential customers, and it also receives personal information concerning Reservoir’s employees, artists and vendors. In addition, Reservoir’s online operations depend upon the secure transmission of confidential information over public networks. Reservoir maintains security measures with respect to such information, but despite these measures, is vulnerable to security breaches by computer hackers and others that attempt to penetrate the security measures that Reservoir has in place. A compromise of its security systems (through cyber-attacks, which are rapidly evolving and sophisticated or otherwise) that results in personal information being obtained by unauthorized persons or other bad acts could adversely affect Reservoir’s reputation with its customers, potential customers, employees, artists and vendors, as well as Reservoir’s business, cash flows, financial condition and results of operations, and could result in litigation against Reservoir or the imposition of governmental penalties. Unauthorized persons have also attempted to redirect payments to or from Reservoir. If any such attempt were successful, Reservoir could lose and fail to recover the redirected funds, which loss could be material. Reservoir may also be subject to cyber-attacks that target its music, including not-yet-released music. The theft and premature release of this music may adversely affect Reservoir’s reputation with current and potential artists and adversely impact its business, cash flows, financial condition and results of operations. In addition, a security breach could require that Reservoir expend significant additional resources related to its information security systems and could result in a disruption of its business operations.
Reservoir increasingly relies on third-party data storage providers, including cloud storage solution providers, resulting in less direct control over its data. Such third parties may also be vulnerable to security breaches and compromised security systems, which could adversely affect Reservoir’s business, cash flows, financial condition and results of operations.
Evolving laws and regulations concerning data privacy may result in increased regulation and different industry standards, which could increase the costs of operations or limit Reservoir’s activities.
Reservoir engages in a wide array of online activities and is thus subject to a broad range of related laws and regulations including, for example, those relating to privacy, consumer protection, data retention and data protection, online behavioral advertising, geo-location tracking, text messaging, e-mail advertising, mobile advertising, content regulation, defamation, age verification, the protection of children online, social media and other Internet, mobile and online-related prohibitions and restrictions. The regulatory framework for privacy and data security issues worldwide has become increasingly burdensome and complex and is likely to continue to be so for the foreseeable future. Practices regarding the collection, use, storage, transmission, security and disclosure of personal information by companies operating over the Internet and mobile platforms are receiving ever-increasing public and governmental scrutiny. The U.S. government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for even greater regulation for the collection of information concerning consumer behavior on the Internet and mobile platforms, including regulation aimed at restricting certain targeted advertising practices, the use of location data and disclosures of privacy practices in the online and mobile environments, including with respect to online and mobile applications. State governments are engaged in similar legislative and regulatory activities. In addition, privacy and data security laws and regulations around the world are being implemented rapidly and evolving. These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018 and the California Consumer Privacy Act effective on January 1, 2020) are likely to result in greater compliance burdens for companies with global operations. Globally, many government and consumer agencies have also called for new regulation and changes in industry practices with respect to information collected from consumers, electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.
The Federal Trade Commission adopted certain revisions to its rule promulgated pursuant to the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”), effective as of July 1, 2013, that
 
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may impose greater compliance burdens on Reservoir. COPPA imposes a number of obligations, such as obtaining verifiable parental permission on operators of websites, apps and other online services to the extent they collect certain information from children who are under 13 years of age. The changes broaden the applicability of COPPA, including by expanding the definition of “personal information” subject to the rule’s parental consent and other obligations.
Reservoir’s business, including its ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted or implemented in a manner that is inconsistent with its current business practices and that require changes to these practices. Therefore, Reservoir’s business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the collection, use or disclosure of customer data, or regarding the manner in which the express or implied consent of consumers for such collection, use and disclosure is obtained. Such changes may require Reservoir to modify its operations, possibly in a material manner, and may limit its ability to develop new products, services, mechanisms, platforms and features that make use of data regarding Reservoir’s customers and potential customers. Any actual or alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose Reservoir to potential liability, fines and may require it to expend significant resources in responding to and defending such allegations and claims, regardless of merit. Claims or allegations that Reservoir has violated laws and regulations relating to privacy and data security could also result in negative publicity and a loss of confidence in Reservoir.
Reservoir faces a potential loss of catalog to the extent that its recording artists have a right to recapture rights in their recordings under the U.S. Copyright Act.
The U.S. Copyright Act provides authors (or their heirs) a right to terminate U.S. licenses or assignments of rights in their copyrighted works in certain circumstances. This right does not apply to works that are “works made for hire.” Since the enactment of the Sound Recordings Act of 1971, as amended, which first accorded federal copyright protection for sound recordings in the United States, virtually all of Reservoir’s agreements with recording artists provide that such recording artists render services under a work-made-for-hire relationship. A termination right exists under the U.S. Copyright Act for U.S. rights in musical compositions that are not “works made for hire.” If any of Reservoir’s commercially available sound recordings were determined not to be “works made for hire,” then the recording artists (or their heirs) could have the right to terminate the U.S. federal copyright rights they granted to Reservoir, generally during a five-year period starting at the end of 35 years from the date of release of a recording under a post-1977 license or assignment (or, in the case of a pre-1978 grant in a pre-1978 recording, generally during a five-year period starting at the end of 56 years from the date of copyright). A termination of U.S. federal copyright rights could have an adverse effect on Reservoir’s Recorded Music business. From time to time, authors (or their heirs) have the opportunity to terminate Reservoir’s U.S. rights in musical compositions. Reservoir believes the effect of any potential terminations is already reflected in the financial results of its business.
Risks Related to ROCC and the Business Combination
ROCC will be forced to liquidate the Trust Account if it cannot consummate the Business Combination or an initial business combination by the date that is 24 months from the closing of the IPO. In the event of a liquidation, ROCC’s public stockholders are expected to receive $10.00 per share and the ROCC Warrants will expire worthless.
If ROCC is unable to consummate the Business Combination or an initial business combination by the date that is 24 months from the closing of the IPO, or December 15, 2022, and is forced to liquidate, the per share liquidation distribution is expected to be $10.00. Furthermore, holders of the ROCC Warrants will not receive any of such funds with respect to their ROCC Warrants, nor will they receive any distribution from ROCC’s assets held outside of the Trust Account with respect to their ROCC Warrants. The ROCC Warrants will expire worthless as a result of ROCC’s failure to consummate the Business Combination or an initial business combination.
We do not have a specified maximum redemption threshold in the Current Charter. The absence of such a redemption threshold may make it possible for us to consummate the Business Combination, in connection with which a substantial majority of our public stockholders may redeem their Public Shares.
The Current Charter does not provide a specified maximum redemption threshold, except that we will not redeem the Public Shares in an amount that would cause ROCC’s net tangible assets to be less than
 
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$5,000,001 upon consummation of the Business Combination (such that we are not subject to the SEC’s “penny stock” rules). However, the Merger Agreement provides that Reservoir’s obligation to consummate the Business Combination is conditioned on the amount of cash available to be released from the Trust Account (minus (x) the sum of all payments to be made as a result of the completion of ROCC’s redemption offer and any redemptions of ROCC Common Stock, minus (y) ROCC’s transaction expenses, minus (z) to the extent not included in ROCC’s transaction expenses, the sum of all outstanding deferred, unpaid or contingent underwriting, broker’s or similar fees, commissions or expenses owed by ROCC, Merger Sub or their respective affiliates plus the amount of cash that has been funded to ROCC pursuant to the Subscription Agreements as of immediately prior to the Closing) being equal to or greater than the $125,000,000. As a result, we may be able to consummate the Business Combination even though a substantial portion of our public stockholders have redeemed their Public Shares.
In the event the aggregate cash consideration we would be required to pay for all shares of ROCC Common Stock that are validly submitted for redemption plus any amount required to satisfy the Minimum Cash Condition (if not waived) exceeds the aggregate amount of cash available to us, we may not consummate the Business Combination or redeem any Public Shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternative target business.
There is no guarantee that a stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.
We can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the consummation of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the stock price of the Combined Company and may result in a lower value realized upon redemption than a stockholder of ROCC might realize in the future had the stockholder not redeemed its Public Shares. Similarly, if a stockholder does not redeem its Public Shares, the stockholder will bear the risk of ownership of the Combined Company’s common stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares of the Combined Company’s common stock in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Business Combination. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.
You must tender your shares of ROCC Common Stock in order to validly seek redemption at the Meeting.
In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your shares of ROCC Common Stock to Continental electronically using the DTC’s DWAC (Deposit / Withdrawal At Custodian) System, in each case, at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the Business Combination.
If third parties bring claims against ROCC, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by the ROCC’s stockholders may be less than $10.00.
ROCC’s deposit of funds in the Trust Account may not protect those funds from third-party claims against ROCC. Although ROCC has received from many of the vendors and service providers (other than its independent registered public accounting firm) with which it does business and prospective target businesses executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the ROCC’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the ROCC’s public stockholders. If ROCC liquidates the Trust Account before the consummation of the Business Combination and distributes the proceeds held therein to its public stockholders, CR Financial Holdings,
 
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Inc. and the Sponsor have contractually agreed that they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, ROCC cannot assure you that CR Financial Holdings, Inc. or the Sponsor will be able to meet such obligation. Therefore, the per share distribution from the Trust Account for the ROCC’s stockholders may be less than $10.00 due to such claims.
Additionally, if ROCC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in ROCC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of the ROCC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, ROCC may not be able to return $10.00 to our public stockholders.
Any distributions received by the ROCC’s stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, ROCC was unable to pay its debts as they became due in the ordinary course of business.
The Current Charter provides that ROCC will continue in existence only until the date that is 24 months from the closing of the IPO, or December 15, 2022. If ROCC is unable to consummate the Business Combination or a an initial business combination within the required time period, upon notice from ROCC, the trustee of the Trust Account will distribute the amount in the Trust Account to the ROCC’s public stockholders. Concurrently, ROCC shall pay, or reserve for payment, from funds not held in the Trust Account, its liabilities and obligations, although ROCC cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, CR Financial Holdings, Inc. and the Sponsor have contractually agreed that, if ROCC liquidates prior to the consummation of the Business Combination or a an initial business combination, they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by ROCC for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute a waiver in or to any monies held in the Trust Account. However, we may not properly assess all claims that may be potentially brought against us. As such, the ROCC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of the ROCC’s stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from the ROCC’s stockholders amounts owed to them by us.
If, after we distribute the proceeds in the Trust Account to the ROCC’s public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by the ROCC’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by the ROCC’s stockholders. In addition, the ROCC Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying the ROCC’s public stockholders from the Trust Account prior to addressing the claims of creditors.
If ROCC’s due diligence investigation of Reservoir was inadequate, then the ROCC’s stockholders following the consummation of the Business Combination could lose some or all of their investment.
Even though ROCC conducted a due diligence investigation of Reservoir, it cannot be sure that this due diligence uncovered all material issues that may be present inside Reservoir or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Reservoir and its business and outside of its control will not later arise.
Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s stockholders may face additional risks and uncertainties.
Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is
 
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no independent third-party underwriter selling the shares of the Combined Company’s common stock, and, accordingly, the Combined Company’s stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of the Combined Company’s common stock, the ROCC’s stockholders must rely on the information included in this proxy statement. Although ROCC performed a due diligence review and investigation of Reservoir in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.
In addition, because the Combined Company will not become a public reporting company by means of at traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s common stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s common stock. See “—Risks Related to the Combined Company’s Common Stock—If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.
The Initial Stockholders have agreed to vote in favor of the Business Combination Proposal and the other Proposals described in this proxy statement, regardless of how the ROCC’s public stockholders vote.
Unlike many other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by our public stockholders in connection with an initial business combination, the Initial Stockholders have agreed to vote any shares of ROCC Common Stock owned by them in favor of the Business Combination Proposal and the other Proposals described in this proxy statement. As of the date of this proxy statement, the Initial Stockholders own shares equal to 21.5% of outstanding shares of ROCC Common Stock and, accordingly, only approximately 28.5% of the outstanding shares of ROCC Common Stock need be voted to approve the Business Combination Proposal by the holders of Public Shares. As a result, it is more likely that the necessary stockholder approval will be received for the Business Combination Proposal and the other Proposals than would be the case if the Initial Stockholders agreed to vote any shares of ROCC Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.
Stockholder litigation and regulatory inquiries and investigations are expensive and could harm ROCC’s business, financial condition and results of operations and could divert management attention.
In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against ROCC, whether or not resolved in ROCC’s favor, could result in substantial costs and divert ROCC’s management’s attention from other business concerns, which could adversely affect ROCC’s business, financial condition and results of operations and the ultimate value the ROCC’s stockholders receive as a result of the consummation of the Business Combination.
The Initial Stockholders who own shares of ROCC Common Stock and Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.
As of the Record Date, the Initial Stockholders owned an aggregate of 3,150,000 shares of ROCC Common Stock and 275,000 Private Units. They have waived their right to redeem these shares of ROCC
 
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Common Stock, or to receive distributions with respect to these shares of ROCC Common Stock upon the liquidation of the Trust Account, if ROCC is unable to consummate the Business Combination or an initial business combination within the required time period. Based on a market price of $[•] per share of ROCC Common Stock on [•], 2021, the value of these shares was approximately $[•] million. The shares of ROCC Common Stock and Private Units acquired prior to or concurrently with the consummation of the IPO will be worthless if ROCC does not consummate the Business Combination or an initial business combination within the required time period. Consequently, our executive officers’ and directors’ discretion in identifying and selecting Reservoir as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in the ROCC’s public stockholders’ best interest.
The Sponsor, ROCC’s executive officers and directors and certain affiliates of ROCC may have certain conflicts in connection with the Business Combination, since certain of their interests are different from, or in addition to, your interests as a stockholder of ROCC.
ROCC’s executive officers and directors have interests in and arising from the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a stockholder of ROCC, which could result in a real or perceived conflict of interest. These interests include:

unless ROCC consummates the Business Combination or an initial business combination prior to December 15, 2022, Roth and Craig-Hallum will not be entitled to a fee equal to 4.5% of the gross proceeds of the IPO equal to approximately $5.2 million under the Business Combination Marketing Agreement, or a fee of approximately $5.8 million for acting as placement agents in the PIPE Investment and the Sponsor and ROCC’s executive officer and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the IPO and the concurrent private placement of the Private Units not deposited in the Trust Account;

the fact that the Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the shares of ROCC Common Stock held by them if we fail to consummate the Business Combination or an initial business combination prior to December 15, 2022;

the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination within the required time period, CR Financial Holdings, Inc. and the Sponsor have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

the fact that, with certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (x) six months after the date of the consummation of the Business Combination and (y) the date on which the closing price of ROCC Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the date of the consummation of the Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of the Business Combination or earlier, in either case if, subsequent to the consummation of the Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of ROCC Common Stock for cash, securities or other property;

the fact that CR Financial Holdings, Inc., an entity affiliated with Roth, purchased an aggregate of 100 shares of ROCC Common Stock for an aggregate purchase price of $25,000 in February 2019 and such 100 shares of ROCC Common Stock resulted in an aggregate of 2,875,000 shares of ROCC Common Stock held by CR Financial Holdings, Inc. (after (i) the declaration of a stock dividend of
 
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43,125 shares of ROCC Common Stock for each share of ROCC Common Stock then outstanding in June 2020 and (ii) a transfer back to us of 1,437,500 shares of ROCC Common Stock for nominal consideration, which shares were then cancelled but prior to the sale of 745,840 shares of ROCC Common Stock to the Sponsor and certain of our executive officers and directors);

the fact that the Sponsor and certain of our executive officers and directors purchased from CR Financial Holdings, Inc. an aggregate of 745,840 shares of ROCC Common Stock for an aggregate purchase price of $6,485.56, and the Founder Shares will have a significantly higher value at the time of the consummation of the Business Combination;

the continued indemnification of ROCC’s executive officers and directors and the continuation of ROCC’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination;

the fact that Mr. Adam Rothstein will continue as a member of the Combined Company’s board of directors and will be entitled to receive compensation for serving on the Combined Company’s board of directors; and

the fact that the Sponsor and ROCC’s executive officers and directors have agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve the Business Combination Proposal.
These interests may influence the ROCC’s directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Proposals.
ROCC is requiring the ROCC’s stockholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their redemption rights.
ROCC is requiring the ROCC’s stockholders who wish to redeem their Public Shares to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit / Withdrawal At Custodian) System at least two business days prior to the Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is ROCC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DTC’s DWAC (Deposit / Withdrawal At Custodian) System, we cannot assure you of this fact. Accordingly, if it takes longer than ROCC anticipates for stockholders to deliver their Public Shares, stockholders who wish to redeem their Public Shares may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Public Shares.
Redeeming ROCC’s stockholders may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.
If ROCC requires public stockholders who wish to redeem their Public Shares in connection with the consummation Business Combination to comply with specific requirements for redemption as described in this proxy statement and the Business Combination is not consummated, ROCC will promptly return such certificates to its public stockholders. Accordingly, public stockholders who attempted to redeem their Public Shares in such a circumstance will be unable to sell their Public Shares in the event that the Business Combination is not consummated until ROCC has returned their Public Shares to them. The market price for shares of ROCC Common Stock may decline during this time and you may not be able to sell your their Public Shares when you wish, even while other stockholders that did not seek redemption may be able to sell their shares of ROCC Common Stock.
If ROCC’s security holders exercise their registration rights with respect to the Founder Shares, the Private Units and the underlying securities, it may have an adverse effect on the market price of ROCC’s securities.
The Initial Stockholders are entitled to make a demand that ROCC register the resale of the Founder Shares, the Private Units and the underlying securities at any time commencing three months prior to the
 
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date on which the Founder Shares may be released from escrow. Additionally, the Initial Stockholders are entitled to demand that ROCC register the resale of the shares of ROCC Common Stock underlying any securities the Initial Stockholders may be issued in payment of working capital loans made to us at any time after ROCC consummates the Business Combination. If the Initial Stockholders exercise their registration rights with respect to all of their securities, then there will be an additional [•] shares of ROCC Common Stock eligible for trading in the public market. The presence of these additional shares of ROCC Common Stock trading in the public market may have an adverse effect on the market price of ROCC’s securities.
ROCC will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to the ROCC’s stockholders.
ROCC is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to the ROCC’s public stockholders from a financial point of view. The ROCC’s public stockholders therefore must rely solely on the judgment of the ROCC Board.
If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of ROCC’s securities may decline.
The market price of ROCC’s securities may decline as a result of the consummation of the Business Combination if:

ROCC does not achieve the perceived benefits of the Business Combination as rapidly as, or to the extent anticipated by, financial or industry analysts; or

the effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.
Accordingly, investors may experience a loss as a result of decreasing market price of ROCC Common Stock.
ROCC has incurred and expects to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by ROCC if the Business Combination is not consummated.
ROCC has incurred significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, ROCC expects to incur approximately $[•] million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by ROCC if the Business Combination is not consummated.
The unaudited pro forma condensed combined financial information contained in this proxy statement may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.
The unaudited pro forma condensed combined financial information contained in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed combined financial information was based upon available information and certain estimates and assumptions that ROCC and Reservoir believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
Termination of the Merger Agreement could negatively impact ROCC.
If the Business Combination is not consummated for any reason, including as a result of the ROCC’s stockholders declining to approve the Proposals required to effect the Business Combination, the ongoing
 
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business of ROCC may be adversely impacted and, without realizing any of the anticipated benefits of the consummation of the Business Combination, ROCC would be subject to a number of risks, including the following:

ROCC may experience negative reactions from the financial markets, including negative impacts on the stock price of ROCC Common Stock, including to the extent that the current market price reflects a market assumption that the Business Combination will be consummated;

ROCC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is consummated; and

since the Merger Agreement restricts the conduct of ROCC’s business prior to consummation of the Business Combination, ROCC may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see “Proposal 1 — The Business Combination Proposal — The Merger Agreement — Covenants and Agreements” for a description of the restrictive covenants applicable to ROCC).
If the Merger Agreement is terminated and the ROCC Board seeks another business combination, the ROCC’s stockholders cannot be certain that ROCC will be able to find another target business or that such other business combination will be consummated. See “Proposal 1 — The Business Combination Proposal — The Merger Agreement — Termination of the Merger Agreement.”
The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.
As a result of the Business Combination, the Combined Company will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that the Combined Company file annual, quarterly and current reports with respect to its business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that the Combined Company establish and maintain effective internal control over financial reporting. As a result, the Combined Company will incur significant legal, accounting and other expenses that it did not previously incur. The Combined Company’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.
In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Combined Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations. The Combined Company has made, and will continue to make, changes to its internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet its reporting obligations as a public company. However, the measures the Combined Company takes may not be sufficient to satisfy its obligations as a public company. If the Combined Company does not continue to develop and implement the right processes and tools to manage its changing enterprise and maintain its culture, its ability to compete successfully and achieve its business objectives could be impaired, which could negatively impact its business, financial condition, cash flows and results of operations. In addition, the Combined Company cannot predict or estimate the amount of additional costs it may incur to comply with these requirements. The Combined Company anticipates that these costs will materially increase its general and administrative expenses.
These rules and regulations result in the Combined Company’s incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, the Combined Company expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Combined Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Combined Company to attract and retain qualified people to serve on the Combined Company’s board of directors, or committees thereof, or as executive officers of the Combined Company.
 
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As a public reporting company, the Combined Company will be subject to rules and regulations established from time to time by the SEC regarding its internal control over financial reporting. If the Combined Company fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report its financial results or report them in a timely manner.
Upon consummation of the Business Combination, the Combined Company will become a public reporting company subject to the rules and regulations established from time to time by the SEC and Nasdaq. These rules and regulations will require, among other things, that the Combined Company establish and periodically evaluate procedures with respect to its internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on the Combined Company’s financial and management systems, processes and controls, as well as on its personnel. In addition, as a public company, the Combined Company will be required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting.
In the event that a significant number of the Public Shares are redeemed, the Combined Company’s common stock may become less liquid following the consummation of the Business Combination.
If a significant number of the Public Shares are redeemed, ROCC may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares of the Combined Company’s common stock in the market could be adversely affected. The Combined Company intends to apply to list its shares on the Nasdaq, and Nasdaq may not list the Combined Company’s common stock on its exchange, which could limit investors’ ability to make transactions in the Combined Company’s common stock and subject the Combined Company to additional trading restrictions.
The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.
If the Combined Company fails to meet the continued listing requirements and Nasdaq delists the Combined Company’s common stock, the Combined Company could face significant material adverse consequences, including:

a limited availability of market quotations for the Combined Company’s common stock;

a limited amount of news and analyst coverage for the Combined Company; and

a decreased ability to issue additional securities or obtain additional financing in the future.
ROCC may waive one or more of the conditions to the consummation of the Business Combination without resoliciting stockholder approval for the Business Combination Proposal.
ROCC may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination, to the extent permitted by applicable laws. The ROCC Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and resolicitation of proxies is warranted. In some instances, if the ROCC Board determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, ROCC has the discretion to consummate the Business Combination without seeking further stockholder approval. For example, it is a condition to ROCC’s obligations to consummate the Business Combination that there be no restraining order, injunction or other order restricting Reservoir’s conduct of its business. However, if the ROCC Board determines that any such order or injunction is not material to the business of Reservoir, then the ROCC Board may elect to waive that condition without stockholder approval and consummate the Business Combination.
The ROCC’s stockholders will experience immediate dilution as a consequence of the issuance of ROCC Common Stock as consideration in the Business Combination, and having a minority share position may reduce the influence that the ROCC’s current stockholders have on the management of ROCC.
Following the consummation of the Business Combination, assuming no redemptions of the Public Shares for cash and based on the assumptions of the number of the Merger Consideration Shares issuable
 
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to the Reservoir Stockholders described under “Unaudited Pro Forma Condensed Combined Financial Information,” the ROCC’s current public stockholders will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock, the Sponsor and ROCC’s current executive officers, directors and affiliates will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock, the investors in the PIPE Investment will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock and the Reservoir Stockholders will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock. Assuming redemption by holders of [•] outstanding Public Shares, the ROCC’s current public stockholders will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock, the Sponsor and ROCC’s current executive officers, directors and affiliates will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock, the investors in the PIPE Investment will own approximately [•]% of the Combined Company’s common stock and the Reservoir Stockholders will own approximately [•]% of non-redeemable shares of the Combined Company’s common stock. The minority position of the ROCC’s stockholders will give them limited influence over the management and operations of the Combined Company.
The Combined Company’s substantial indebtedness could adversely affect its business, cash flows, financial condition and results of operations.
The Combined Company is expected to enter into the New Senior Credit Facility in an aggregate amount of up to a $248,750,000 that is expected to mature in October 2024. See “Proposal 1 — The Business Combination Proposal — Other Agreements Relating to the Business Combination — Debt Commitment Letters.”
The Combined Company’s substantial indebtedness could:

require the Combined Company to dedicate a substantial portion of cash flow from operations to payments in respect of its indebtedness, thereby reducing the availability of cash flow to fund working capital, potential acquisition opportunities and other general corporate purposes;

increase the amount of interest that the Combined Company has to pay, because some of its borrowings are at variable rates of interest, which will result in higher interest payments if interest rates increase and, if and when the Combined Company is required to refinance any of its indebtedness, an increase in interest rates would also result in higher interest costs;

increase its vulnerability to adverse general economic or industry conditions;

require refinancing, which the Combined Company may not be able to do on reasonable terms;

limit its flexibility in planning for, or reacting to, competition and/or changes in its business or the industry in which it operates;

limit its ability to borrow additional funds;

restrict the Combined Company from making strategic acquisitions or necessary divestitures or otherwise exploiting business opportunities; and

place the Combined Company at a competitive disadvantage compared to its competitors that have less debt and/or more financial resources.
In addition, despite the Combined Company’s anticipated levels of indebtedness, it may be able to incur substantially more indebtedness under the New Senior Credit Facility, which may increase the risks created by its indebtedness and could have a material adverse effect on its business, cash flows, financial condition and results of operations.
The Combined Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy obligations under its indebtedness, which may not be successful.
The Combined Company’s ability to make scheduled payments on or to refinance its debt obligations will depend on its future operating performance and on economic, financial, competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which the Combined Company and its subsidiaries may be subject. Many of these factors may be beyond the
 
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Combined Company’s control. The Combined Company cannot assure you that its business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to the Combined Company in an amount sufficient to enable it to satisfy its obligations under its indebtedness or to fund its other needs. If the cash flows and capital resources of the Combined Company are insufficient to service its indebtedness, it may be forced to reduce or delay acquisitions, sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures may not be successful and may not permit the Combined Company to meet its scheduled debt service obligations. The Combined Company’s ability to restructure or refinance its indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of its indebtedness could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict the business operations of the Combined Company. In addition, the terms of the New Senior Credit Facility or any future debt agreements may restrict the Combined Company from adopting some of these alternatives. In the absence of such operating results and resources, the Combined Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The Combined Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that the Combined Company could realize from any such dispositions may not be adequate to meet its debt service obligations then due. The Combined Company’s inability to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations.
Provisions in the Proposed Charter and Delaware law may have the effect of discouraging lawsuits against the Combined Company’s directors and officers.
The Proposed Charter will require that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Combined Company, (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of the Combined Company’s directors, officers or stockholders to the Combined Company or its stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to the Delaware General Corporation Law, the Proposed Charter or the amended and restated bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine. In addition, subject to the provisions of the preceding sentence, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. If any action the subject matter of which is within the scope of the first sentence of this paragraph is filed in a court other than the courts in the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the first sentence of this paragraph and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Combined Company’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Proposed Charter. This forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce this forum selection clause is low, if acourt were to determine this forum selection clause to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs in conjunction with its efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on the Combined Company’s business, cash flows, financial condition and results of operations and result in a diversion of the time and resources of the Combined Company’s management and board of directors.
Anti-takeover provisions contained in the Proposed Charter and the proposed amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
The Proposed Charter and proposed amended and restated bylaws will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
 
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ROCC is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for the Combined Company’s common stock. See “Proposal 2 — The Charter Proposal.”
The Business Combination will result in changes to the board of directors that may affect our strategy.
If the parties consummate the Business Combination and the Directors Proposal is approved and adopted, the composition of the Combined Company’s board of directors will change from the current boards of directors of ROCC and Reservoir. The Combined Company’s board of directors will be divided into three classes and will consist of the directors elected pursuant to the Directors Proposal, each of whom will serve an initial term ending in either 2022, 2023 or 2024, and thereafter will serve a three-year term. This new composition of the Combined Company’s board of directors may affect our business strategy and operating decisions upon the consummation of the Business Combination.
Activities taken by ROCC’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the ROCC’s securities.
The Sponsor or ROCC’s executive officers, directors and advisors, or their respective affiliates, may purchase shares of ROCC Common Stock in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of the Sponsor or ROCC’s executive officers, directors and advisors, or their respective affiliates, will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of the Sponsor or ROCC’s executive officers, directors and advisors, or their respective affiliates, currently anticipates paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor or ROCC’s executive officers, directors and advisors, or their respective affiliates, or the price such parties may pay.
If such transactions are effected, the consequence could be to cause the Business Combination Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares of ROCC Common Stock by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and the other Proposals and would likely increase the chances that the Business Combination Proposal and the other Proposals would be approved. If the market does not view the Business Combination positively, purchases of the Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of ROCC’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of ROCC’s securities.
As of the date of this proxy statement, no agreements with respect to the private purchase of the Public Shares by ROCC or the persons described above have been entered into. ROCC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the Sponsor or ROCC’s executive officers, directors and advisors, or their respective affiliates, that would affect the vote on the Business Combination Proposal or the other Proposals.
Risks Related to the Combined Company’s Common Stock
The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.
Following the consummation of the Business Combination, the market price of Combined Company’s common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

the impact of the COVID-19 pandemic on the Combined Company’s business, financial condition and results of operations;
 
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the Combined Company’s quarterly or annual earnings or those of other companies in its industry compared to market expectations;

the size of the Combined Company’s public float;

the inability to obtain or maintain the listing of the Combined Company’s common stock on Nasdaq;

the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the Combined Company’s ability to grow and manage growth profitably and retain its key employees;

coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations;

changes in accounting standards, policies, guidance, interpretations or principles;

changes in senior management or key personnel;

changes in applicable laws or regulations;

risks relating to the uncertainty of the Combined Company’s projected financial information;

risks related to the organic and inorganic growth of the Combined Company’s business and the timing of expected business milestones;

the amount of redemption requests made by the ROCC’s stockholders; and

changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Combined Company’s common stock, regardless of the Combined Company’s actual operating performance.Furthermore, due to their cost of acquiring the Founder Shares being significantly less than the effective price per share of ROCC Common Stock paid by investors in the IPO, the ability of the Initial Stockholders to sustain the negative effects of any such volatility will be much greater than such investors in the IPO or investors that acquired ROCC Common Stock in the open market following the consummation of the IPO.
Volatility in the Combined Company’s stock price could subject the Combined Company to securities class action litigation.
In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.
If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.
The trading market for the Combined Company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade the Combined Company’s common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.
 
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Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.
The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s common stock would be your sole source of gain on an investment in the Combined Company’s common stock for the foreseeable future.
The future sales of shares by the Combined Company’s stockholders and future exercise of registration rights may adversely affect the market price of the Combined Company’s common stock.
Sales of a substantial number of shares of the Combined Company’s common stock in the public market could occur at any time. If the Combined Company’s stockholders sell, or the market perceives that the Combined Company’s stockholders intend to sell, substantial amounts of the Combined Company’s common stock in the public market, the market price of the Combined Company’s common stock could decline.
The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of the majority of these securities are entitled to make up to three demands that ROCC register such securities. The holders of the majority of the Founder Shares, the Private Units and any working capital loans made to ROCC are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The presence of these additional Founder Shares trading in the public market may have an adverse effect on the market price of the Combined Company’s common stock.
The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the Combined Company’s common stock less attractive to investors.
Following the consummation of the Business Combination, the Combined Company will be an emerging growth company, as defined in the JOBS Act. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (i)(x) December 15, 2025, (y) the date on which the Combined Company has total annual gross revenue of at least $1.07 billion or (z) the date on which the Combined Company is deemed to be a large accelerated filer, which means the market value of shares of the Combined Company’s common stock that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement and the Combined Company’s periodic reports and proxy statements.
 
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The Combined Company cannot predict if investors will find the Combined Company’s common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the Combined Company’s common stock and its market price may be more volatile.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Reservoir and ROCC, adjusted to give effect to the consummation of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.
The unaudited pro forma condensed combined balance sheet as of March 31, 2021 combines the historical balance sheet of Reservoir and the historical balance sheet of ROCC on a pro forma basis as if the Business Combination and the PIPE Investment had been consummated on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 combine the derived historical results of operations of Reservoir and historical statements of operations of ROCC for such periods on a pro forma basis as if the Business Combination and the PIPE Investment had been consummated on January 1, 2020, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial statements have been prepared from and should be read in conjunction with:

the accompanying notes to the unaudited pro forma condensed combined financial statements;

the historical audited consolidated financial statements of Reservoir as of and for the years ended March 31, 2021 and 2020 and the related notes, contained elsewhere in this proxy statement;

the historical unaudited condensed financial statements of ROCC as of and for the three months ended March 31, 2021 and the related notes, contained elsewhere in this proxy statement;

the audited financial statements of ROCC as of and for the year ended December 31, 2020 and the related notes, contained elsewhere in this proxy statement; and

other information relating to Reservoir and ROCC contained elsewhere in this proxy statement, including the Merger Agreement and the description of certain terms thereof set forth in the section entitled “Proposal 1 — The Business Combination Proposal — The Merger Agreement.”
Pursuant to the Current Charter, ROCC is providing the holders of the Public Shares with the opportunity to have their Public Shares redeemed at the consummation of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of the then outstanding Public Shares, subject to the limitations described in this proxy statement.
Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Reservoir is treated as the acquirer and ROCC is treated as the acquired company for financial statement reporting purposes. Reservoir will be determined to be the accounting acquirer primarily based on the fact, that subsequent to the consummation of the Business Combination, the Reservoir stockholders will have a majority of the voting power of the Combined Company, Reservoir will comprise all of the ongoing operations of the Combined Company, Reservoir will control a majority of the governing body of the Combined Company, and Reservoir’s senior management will comprise all of the senior management of the Combined Company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of the Public Shares:

Assuming No Redemptions:   This “minimum scenario” presentation assumes that none of the 11,063,863 Public Shares outstanding as of the Record Date are redeemed by the ROCC stockholders.

Assuming Maximum Redemptions:   This “maximum scenario” presentation assumes that the ROCC’s stockholders redeem 10,635,694 of the 11,063,863 Public Shares outstanding as of the Record Date for an aggregate redemption payment of approximately $110.6 million from the Trust
 
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Account, which is derived from the number of the Public Shares that could be redeemed in connection with the Business Combination at an assumed redemption price of $10.40 per share based on the Trust Account balance as of March 31, 2021 while providing for a minimum net tangible asset value of $5,000,000 upon the consummation of the Business Combination and the PIPE Investment on March 31, 2021.
The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and the PIPE Investment taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company.
 
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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2021
(in thousands)
Historical
Historical
Reservoir
Holdings, Inc.
Roth CH
Acquisition II Co.
Scenario 1 (Assuming No
Additional Redemption into Cash)
Scenario 2 (Assuming
Maximum Redemption into Cash)
March 31,
2021
(A)
March 31,
2021
(B)
Transaction
Accounting
Adjustments
Note
Pro Forma
Combined
Company
Transaction
Accounting
Adjustments
Note
Pro Forma
Combined
Company
ASSETS
Current Assets:
Cash and cash equivalents
$ 9,209,920 $ 549,040 $ $ 269,006,781 $ $ 158,444,930
Cash and cash equivalents
115,012,821
5(c)1
115,012,821
5(c)1
Cash and cash equivalents
(110,561,851)
5(c)2
Cash and cash equivalents
144,235,000
5(d)
144,235,000
5(d)
Accounts receivable, net
15,813,384 15,813,384 15,813,384
Current portion of royalty advances
12,840,855 12,840,855 12,840,855
Inventory and prepaid expenses
1,406,379 380,555 1,786,934 1,786,934
Total current assets
39,270,538 929,595 259,247,821 299,447,954 148,685,970 188,886,103
Cash and marketable securities held in Trust Account
115,012,821 (115,012,821)
5(c)1
(115,012,821)
5(c)1
Property, plant and equipment, net
321,766 321,766 321,766
Intangible assets, net
393,238,010 393,238,010 393,238,010
Royalty advances, net of current portion
28,741,225 28,741,225 28,741,225
Investment in equity affiliate
1,591,179 1,591,179 1,591,179
Other assets
781,735 781,735 781,735
Total assets
$ 463,944,453 $ 115,942,416 $ 144,235,000 $ 724,121,869 $ 33,673,149 $ 613,560,018
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities
$ 3,316,768 $ 125,034 $ 13,875,000
5(f)
$ 17,316,802 $ 13,875,000
5(f)
$ 17,316,802
Amounts due to related parties
290,172 290,172 290,172
Accrued payroll
1,634,852 1,634,852 1,634,852
Royalties payable
14,656,566 14,656,566 14,656,566
Other current liabilities
2,615,488 2,615,488 2,615,488
Current portion of loans and secured notes payable
1,000,000 (1,000,000)
5(e)
(1,000,000)
5(e)
Income taxes payable
533,495 533,495 533,495
Deferred revenue
1,337,987 1,337,987 1,337,987
Total current liabilities
25,385,328 125,034 12,875,000 38,385,362 12,875,000 38,385,362
Long-term debt, net of current maturities
17,500,000 (17,500,000)
5(e)
(17,500,000)
5(e)
Debt issue cost, net
(3,058,973) (3,058,973) (3,058,973)
Secured line of credit
197,090,848 18,500,000
5(e)
215,590,848 18,500,000
5(e)
215,590,848
Fair value of swaps
4,566,537 4,566,537 4,566,537
Deferred income taxes
19,735,537 19,735,537 19,735,537
Warrant liabilities
178,750 178,750 178,750
Other liabilities
6,739,971 6,739,971 6,739,971
Total liabilities
267,959,248 303,784 13,875,000 282,138,032 13,875,000 282,138,032
Commitments and Contingencies
Common stock subject to possible redemption
110,638,630 (110,638,630)
5(c)1
(110,638,630)
5(c)2
Stockholders’ Equity:
Common stock
359 359 359
Common stock
1 4,429
5(b)
4,430 4,429
5(b)
4,430
Common stock
1,106
5(c)1
1,106 43
5(c)2
43
Common stock
1,500
5(d)
1,500 1,500
5(d)
1,500
Preferred stock
81,632,500 (81,632,500)
5(a)
(81,632,500)
5(a)
Additional paid-in capital
5,370,137 5,370,137 5,370,137
Additional paid-in capital
110,499,153 81,632,500
5(a)
192,131,653 81,632,500
5(a)
192,131,653
Additional paid-in capital
(4,429)
5(b)
(4,429) (4,429)
5(b)
(4,429)
Additional paid-in capital
110,637,524
5(c)1
110,637,524 76,736
5(c)2
76,736
Additional paid-in capital
144,233,500
5(d)
144,233,500 144,233,500
5(d)
144,233,500
Additional paid-in capital
(13,875,000)
5(f)
(13,875,000) (13,875,000)
5(f)
(13,875,000)
Additional paid-in capital
(370,494)
5(g)
(370,494) (370,494)
5(g)
(370,494)
Retained earnings (accumulated deficit)
751,496 (370,494) 370,494
5(g)
751,496 370,494
5(g)
751,496
Accumulated other comprehensive income
2,096,358 2,096,358 2,096,358
Noncontrolling interest
1,005,697 1,005,697 1,005,697
Total stockholders’ equity
195,985,205 5,000,002 240,998,630 441,983,837 130,436,779 331,421,986
Total liabilities and stockholders’ equity
$ 463,944,453 $ 115,942,416 $ 144,235,000 $ 724,121,869 $ 33,673,149