Tigo hardware and software solutions increase
solar production, decrease operating costs, and enhance safety of
residential, commercial, and utility-scale solar systems.
Tigo Energy, Inc. (“Tigo”), a leading provider of intelligent
solar and energy storage solutions, and Roth CH Acquisition IV Co.
(NASDAQ: ROCG) (“Roth CH IV” or “ROCG”), a publicly-traded special
purpose acquisition company with $117 million held in trust, today
announced the signing of a definitive agreement for a business
combination that is expected to result in Tigo becoming a public
company. Upon closing of the transaction, subject to approval by
ROCG’s stockholders and other customary requirements, the combined
company will be named “Tigo Energy, Inc.” (the “Company”) and is
expected to list on NASDAQ under the ticker symbol “TYGO.” Current
Tigo CEO and Chairman, Zvi Alon, will continue to lead the Company
along with the current management team, and existing Tigo
stockholders will roll 100% of their equity into the Company. The
transaction is expected to close in the second quarter of 2023.
Tigo has served the solar energy industry with advanced power
electronics since 2007; to date, it has secured a portfolio of 115
patents and shipped more than 10 million MLPE (Module Level Power
Electronics) devices worldwide. With installations in over a
hundred countries on all seven continents, Tigo systems generate
more than 1 GWh of solar production daily. The Company’s products
power everything from single-digit kilowatt residential systems to
commercial, industrial, and utility systems, scaling to hundreds of
megawatts on rooftop, ground-mounted, and floating
applications.
For the commercial, industrial, and utility solar market
segments, Tigo combines its Flex MLPE and solar optimizer
technology with its cloud-based Energy Intelligence platform for
advanced energy monitoring and control. Tigo MLPE products maximize
performance, enable real-time energy monitoring, provide
code-required rapid shutdown at the module level, and are
UL-certified globally, and UL-system certified with hundreds of
inverters from more than fifteen manufacturers. This open-platform
approach gives Tigo customers significantly more freedom to
right-size solar systems with the features and inverters they
want.
For the residential solar and solar-plus storage market
segments, Tigo develops and manufactures MLPE devices, inverters,
battery storage systems, and related energy management hardware
under the EI residential brand. The Tigo EI residential product
portfolio is designed for ease-of-installation, more efficient
system maintenance and management, and increased flexibility for
installers. In combination with the Tigo EI mobile app and a
browser-based program, the Tigo EI platform provides system
diagnosis, over-the-air software upgrades, and energy production
monitoring which serves both homeowners and installers.
Tigo Investment Highlights
- Substantial long-term demand prospects for solar and energy
storage solutions across global residential, commercial, and
utility markets
- Differentiated hardware and software products enhance safety,
increase energy yield, and lower operating costs of solar systems,
allowing for significant ROI to customers
- Capital-light business model with demonstrated operating
leverage
- Continued strength in bookings growth with strong backlog into
2023
- Proven leadership team with public company experience
Transaction Overview
Pursuant to the business combination agreement, ROCG will
acquire Tigo for a pre-money equity value of $600 million. In
connection with the transaction, ROCG will issue 60 million newly
issued shares to current stockholders of Tigo (subject to any
adjustment for capital raising transactions by Tigo prior to the
closing).
Existing Tigo stockholders will not receive any cash proceeds as
part of this transaction and will roll 100% of their equity into
the Company. Assuming no ROCG stockholders exercise their
redemption rights, gross proceeds of approximately $117 million
will be released to the Company from the trust account in
connection with the transaction.
The boards of directors of Tigo and ROCG have unanimously
approved the transaction. The transaction will require the approval
of the stockholders of ROCG and is subject to other customary
closing conditions. The transaction will also require the approval
of the stockholders of Tigo by written consent or at a meeting of
the stockholders of Tigo. The transaction is expected to close in
the second quarter of 2023.
Upon closing of the transaction, Tigo’s senior management will
continue to serve in their current roles. Current Tigo stockholders
will retain approximately 82% of the ownership at close of the
Company, assuming no ROCG stockholders exercise their redemption
rights.
Additional information regarding the proposed combination,
including a copy of the business combination agreement and other
relevant materials, will be provided by ROCG on a Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”).
Advisors
White & Case LLP is acting as legal advisor to Tigo and both
DLA Piper LLP and Loeb & Loeb LLP are acting as legal advisors
to Roth CH IV.
About Tigo Energy, Inc.
Founded in 2007, Tigo is a worldwide leader in the development
and manufacture of smart hardware and software solutions that
enhance safety, increase energy yield, and lower operating costs of
residential, commercial, and utility-scale solar systems. Tigo
combines its Flex MLPE (Module Level Power Electronics) and solar
optimizer technology with intelligent, cloud-based software
capabilities for advanced energy monitoring and control. Tigo MLPE
products maximize performance, enable real-time energy monitoring,
and provide code-required rapid shutdown at the module level. The
company also develops and manufactures products such as inverters
and battery storage systems for the residential solar-plus-storage
market. For more information, please visit
https://www.tigoenergy.com/
About Roth CH Acquisition IV Co.
Roth CH Acquisition IV Co. is a blank check company incorporated
for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. Roth CH is jointly managed
by affiliates of Roth Capital Partners and Craig-Hallum Capital
Group. Its initial public offering occurred on August 5, 2021
raising approximately $115 million. For more information, visit
https://www.rothch.com/.
Additional Information and Where to Find It
This press release is provided for information purposes only and
contains information with respect to a proposed business
combination (the “Proposed Business Combination”) among Tigo, Roth
CH IV and Roth IV Merger Sub Inc., a wholly-owned subsidiary of
Roth CH IV, in connection with the transactions contemplated in the
business combination agreement. In connection with the Proposed
Business Combination, Roth CH IV intends to file a registration on
Form S-4, which will include a proxy statement to be sent to Roth
CH IV stockholders and a prospectus for the registration of Roth CH
IV securities in connection with the Proposed Business Combination
(as amended from time to time, the “Registration Statement”). A
full description of the terms of the Proposed Business Combination
is expected to be provided in the Registration filed by Roth CH IV
with the SEC. Roth CH IV urges investors, stockholders and other
interested persons to read, when available, the Registration
Statement as well as other documents filed with the SEC because
these documents will contain important information about Roth CH
IV, Tigo and Proposed Business Combination. If and when the
Registration Statement is declared effective by the SEC, the
definitive proxy statement/prospectus and other relevant documents
will be mailed to stockholders of Roth CH IV as of a record date to
be established for voting on the Proposed Business Combination.
Stockholders and other interested persons will also be able to
obtain a copy of the proxy statement, without charge, by directing
a request to: Roth CH Acquisition IV Co., 888 San Clemente Drive,
Suite 400, Newport Beach, CA 92660. The preliminary and definitive
proxy statement, once available, can also be obtained, without
charge, at the SEC’s website (www.sec.gov). The information contained on, or
that may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part
of, this press release.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Roth CH IV’s and Tigo’s expectations
or predictions of future financial or business performance or
conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that
are not historical facts, including statements concerning our
possible or assumed future actions, business strategies, events or
results of operations, are forward-looking statements. These
statements may be preceded by, followed by or include the words
“believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,”
“will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or
“intends” or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in Roth CH IV’s final prospectus for its initial public
offering filed with the SEC on August 6, 2021 under the heading
“Risk Factors.” These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements are expressed in good
faith, and Roth CH IV and Tigo believe there is a reasonable basis
for them. However, there can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Roth CH IV nor Tigo is under
any obligation, and expressly disclaim any obligation, to update,
alter or otherwise revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except as
required by law.
In addition to factors previously disclosed in Roth CH IV’s
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: (i) expectations regarding Tigo’s
strategies and future financial performance, including its future
business plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, market trends, liquidity, cash flows
and uses of cash, capital expenditures, and Tigo’s ability to
invest in growth initiatives and pursue acquisition opportunities;
(ii) the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination
agreement; (iii) the outcome of any legal proceedings that may be
instituted against Roth CH IV or Tigo following announcement of the
Proposed Business Combination and the transactions contemplated
thereby; (iv) the inability to complete the proposed Merger due to,
among other things, the failure to obtain Roth CH IV stockholder
approval on the expected terms and schedule and the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; (v)
the risk that the proposed business combination or other business
combination may not be completed by Roth CH IV’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline (vi) the risk that
the announcement and consummation of the proposed Merger disrupts
Tigo’s current operations and future plans; (vii) the ability to
recognize the anticipated benefits of the proposed Merger; (viii)
unexpected costs related to the proposed Merger; (ix) the amount of
any redemptions by existing holders of the Roth CH IV Common Stock
being greater than expected; (x) limited liquidity and trading of
Roth CH IV’s securities; (xi) geopolitical risk and changes in
applicable laws or regulations; (xii) the possibility that Roth CH
IV and/or Tigo may be adversely affected by other economic,
business, and/or competitive factors; (xiii) operational risk;
(xiv) risk that the COVID-19 pandemic, and local, state, and
federal responses to addressing the pandemic may have an adverse
effect on our business operations, as well as our financial
condition and results of operations; and (xv) the risks that the
consummation of the proposed Merger is substantially delayed or
does not occur.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Roth CH IV’s and Tigo’s control. While all
projections are necessarily speculative, Roth CH IV and Tigo
believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out
the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of
projections in this communication should not be regarded as an
indication that Roth CH IV and Tigo, or their representatives,
considered or consider the projections to be a reliable prediction
of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
The foregoing list of factors is not intended to be
all-inclusive or to contain all the information that a person may
desire in considering an investment in Roth CH IV and is not
intended to form the basis of an investment decision in Roth CH IV.
Readers should carefully review the foregoing factors and other
risks and uncertainties described in the “Risk Factors” section of
the Registration Statement and the other reports, which Roth CH IV
has filed or will file from time to time with the SEC. There may be
additional risks that neither Roth CH IV nor Tigo presently know,
or that Roth CH IV and Tigo currently believe are immaterial, that
could cause actual results to differ from those contained in
forward looking statements. For these reasons, among others,
investors and other interested persons are cautioned not to place
undue reliance upon any forward-looking statements in this press
release. All subsequent written and oral forward-looking statements
concerning Roth CH IV and Tigo, the Proposed Business Combination
or other matters and attributable to Roth CH IV and Tigo or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
Participants in the Solicitation
ROCG, Tigo and their respective directors and executive officers
may be considered participants in the solicitation of proxies with
respect to the Proposed Business Combination described herein under
the rules of the SEC. Information about such persons and a
description of their interests will be contained in the
Registration Statement when it is filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This communication does not constitute a proxy statement or
solicitation of a proxy, consent, vote or authorization with
respect to any securities or in respect of the Proposed Business
Combination and shall not constitute an offer to sell or exchange,
or a solicitation of an offer to buy or exchange any securities,
nor shall there be any sale, issuance or transfer of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221206005430/en/
Roth CH Acquisition IV Co.
RothCH@roth.com
Tigo Energy, Inc.
marketing@tigoenergy.com
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