Tigo Energy, Inc. ("Tigo", or the "Company"), a leading provider
of intelligent solar and energy storage solutions, has signed a
definitive agreement with L1 Energy for the purchase of $50 million
of newly issued Convertible Notes (the “Notes”) to support the
Company's future growth opportunities through the deployment of its
intelligent solar and energy storage solutions and repayment of
existing debt. The transaction closed concurrently with
signing.
The Notes bear a fixed annual interest rate of 5.0% with a
maturity date of 36 months. The Notes may be converted at the
option of the investor into shares of Tigo common stock or an
equivalent equity instrument created as a result of a Public
Company Event, which includes a merger with a Special Purpose
Acquisition Company. The conversion price is based on a pre-money
valuation of $550 million, excluding the shares issuable in the
respect of the Notes and any such applicable shares issued
associated with a Public Company Event.
“We look forward to deploying this capital to further our
mission of providing critical solar solutions that optimize safety,
yield and costs,” said Zvi Alon, Chairman and CEO of Tigo. “This
investment, coupled with anticipated proceeds from our business
combination with Roth CH Acquisition IV Co., puts us in a position
of strength as we look towards entering the public markets and
continuing our robust growth trajectory.”
On December 6, 2022, Tigo and Roth CH Acquisition IV Co.
(NASDAQ: ROCG)(“ROCG”) announced a business combination agreement
that is expected to result in Tigo becoming a public company. Upon
closing of the transaction, subject to approval by ROCG
stockholders and other customary requirements, the combined company
will be named “Tigo Energy, Inc.” and is expected to list on NASDAQ
under the ticker symbol “TYGO”. The transaction is expected to
close in the second quarter of 2023.
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 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
www.rothch.com.
About L1 Energy
L1 Energy is the energy investment division of LetterOne (L1).
L1 is building a safe, sustainably growing energy group, recognised
as a partner of choice in its industry and enabling the transition
to a lower-carbon and more circular economy. L1 was founded in 2013
and is a long-term investment group based in Luxembourg that
manages more than $20 billion of capital focused on sectors that
are fundamental to society’s sustainable prosperity. L1 believes
that long-term capital, unmatched sector expertise, world-class
teams and active engagement will ultimately bring rewards for
investors, employees and society, building businesses that
matter.
Additional Information and Where to Find It
The details of the transaction provided above are 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 has
filed a registration on Form S-4, which includes a preliminary
version of the proxy statement to be sent to Roth CH IV
stockholders and a preliminary 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 provided in the Registration Statement
filed by Roth CH IV with the SEC. Roth CH IV urges investors,
stockholders and other interested persons to read 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, once
available, definitive proxy statement 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230109005812/en/
Investor Relations Contacts Matt Glover or Jeff Grampp,
CFA Gateway Group, Inc. (949) 574-3860 TYGO@gatewayir.com
Roth CH Acquisition IV Co. RothCH@roth.com
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