Special Meeting of Roth CH Acquisition V Co. Stockholders is
Scheduled for November 26, 2024
Roth CH Acquisition V Co. (“ROCL”) (NASDAQ: ROCL, ROCLU, ROCLW),
a publicly traded special purpose acquisition company, has
announced that the U.S. Securities and Exchange Commission (“SEC”)
has declared effective the registration statement on Form S-4 filed
by ROCL’s wholly owned subsidiary, Roth CH V Holdings, Inc.
(“Holdings”), in connection with ROCL’s proposed business
combination with New Era Helium Corp. (“NEH” or the “Company”), an
exploration and production company specializing in helium sourced
from natural gas reserves in North America. The related proxy
statement/prospectus (the “Proxy Statement/Prospectus”) was first
mailed to ROCL stockholders on or about November 6, 2024. ROCL’s
shareholders are scheduled to vote on the matter at a special
meeting of stockholders on November 26, 2024
“We are pleased the SEC has declared effective the registration
statement and that the proxy statement has been mailed, marking a
significant milestone in our proposed business combination with
Roth CH V Holdings, Inc.,” said E. Will Gray II, Chief Executive
Officer of NEH. “This development brings us closer to realizing our
vision of becoming a publicly traded, leading helium exploration
and production company in North America.”
Please read the Proxy Statement/Prospectus here, which provides
details on the proposed business combination, among other related
matters.
An updated investor presentation is expected to be filed with
the SEC on Tuesday November 12, 2024, and be available on ROCL’s
website and on NEH’s website.
About New Era Helium Corporation
NEH is an exploration and production company that sources helium
produced in association with the production of natural gas reserves
in North America. The company currently owns and operates over
137,000 acres in Southeast New Mexico and has over 1.5 billion
cubic feet of proved, and probable helium reserves. More
information can be found at www.newerahelium.com.
About Roth CH Acquisition V Co.
Roth CH Acquisition V Co. is a blank check company incorporated
for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. Roth CH Acquisition V Co. is jointly managed by
affiliates of Roth Capital Partners and Craig-Hallum Capital Group.
Its initial public offering occurred on December 3, 2021. For more
information, visit https://www.rothch.com/.
Additional Information and Where to Find It
In connection with the proposed business combination, Holdings
filed with the SEC a registration statement on Form S-4 (File No.
333-280591) (the “Registration Statement”) containing a proxy
statement of ROCL which also constitutes a prospectus (the “Proxy
Statement/Prospectus”) of Holdings. The Registration Statement was
declared effective by the SEC on November 6, 2024, and was first
mailed to ROCL’s stockholders on or about November 6, 2024.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, ROCL’s and NEH’s expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that
are not historical facts, including statements concerning possible
or assumed future actions, business strategies, events or results
of operations, are forward-looking statements. These statements may
be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates” “intends,”
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. Certain of these risks are identified and discussed in
ROCL’s final prospectus for its initial public offering, filed with
the SEC on December 2, 2021, under the heading “Risk Factors.”
These risk factors will be important to consider in determining
future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and ROCL
and NEH believe there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be
achieved. Forward-looking statements speak only as of the date they
are made, and neither ROCL nor NEH is under any obligation, and
expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
In addition to factors previously disclosed in ROCL’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: (i) expectations regarding NEH’s
strategies and future financial performance, including its future
business plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, market trends, liquidity, cash flows
and uses of cash, capital expenditures, and NEH’s ability to invest
in growth initiatives and pursue acquisition opportunities; (ii)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the business combination
agreement; (iii) the outcome of any legal proceedings that may be
instituted against ROCL or NEH following announcement of the
proposed business combination and the transactions contemplated
thereby; (iv) the inability to complete the proposed business
combination due to, among other things, the failure to obtain Roth
CH V stockholder approval on the expected terms and schedule, as
well as the risk that regulatory approvals required for the
proposed business combination are not obtained or are obtained
subject to conditions that are not anticipated; (v) the failure to
meet the minimum cash requirements of the business combination
agreement due to ROCL stockholder redemptions and the failure to
obtain replacement financing; the inability to complete the
concurrent PIPE, (vi) the risk that the proposed business
combination or another business combination may not be completed by
ROCL’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline; (vii) the
risk that the announcement and consummation of the proposed
business combination disrupts NEH’s current operations and future
plans; (viii) the ability to recognize the anticipated benefits of
the Proposed Business Combination; (ix) unexpected costs related to
the proposed business combination; (x) the amount of any
redemptions by existing holders of the ROCL common stock being
greater than expected; (xi) limited liquidity and trading of ROCL’s
securities; (xii) geopolitical risk and changes in applicable laws
or regulations; (xii) the possibility that ROCL and/or NEH may be
adversely affected by other economic, business, and/or competitive
factors; (xiv) operational risk; (xv) 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
(xvi) the risks that the consummation of the proposed business
combination is substantially delayed or does not occur.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond ROCL’s and NEH’s control. While all
projections are necessarily speculative, ROCL and NEH believe that
the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that ROCL and
NEH, or their representatives, considered or consider the
projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
The foregoing list of factors is not intended to be
all-inclusive or to contain all the information that a person may
desire in considering an investment in ROCL and is not intended to
form the basis of an investment decision in ROCL. Readers should
carefully review the foregoing factors and other risks and
uncertainties described in the “Risk Factors” section of the
Registration Statement and the other reports, which ROCL has filed
or will file from time to time with the SEC. There may be
additional risks that neither ROCL nor NEH presently know, or that
ROCL and NEH currently believe are immaterial, that could cause
actual results to differ from those contained in forward looking
statements. For these reasons, among others, investors and other
interested persons are cautioned not to place undue reliance upon
any forward-looking statements in this press release. All
subsequent written and oral forward-looking statements concerning
ROCL and NEH, the proposed business combination or other matters
and attributable to ROCL and NEH or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above.
Participants in the Solicitation
ROCL, NEH 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/20241111811364/en/
Roth CH Acquisition V Co. RothCH@roth.com
New Era Helium Corp. E. Will Gray II CEO, NEH
Will@NewEraHelium.com Jonathan Paterson Investor Relations
Jonathan.Paterson@harbor-access.com Tel +1 475 477 9401
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