|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Roth CH Acquisition Co. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share. As of May 15, 2025, the Issuer had 45,203,220 Class A Ordinary Shares issued and outstanding. (Title of Class of Securities) |
G88935138 (CUSIP Number) |
Byron Roth 2340 Collins Avenue, Suite 402 Miami Beach, FL, 33139 561.696.5864 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/24/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | G88935138 |
| 1 |
Name of reporting person
CR Financial Holdings, Inc. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
CALIFORNIA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
21,184,395.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
21,184,395.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
21,184,395.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
46.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | G88935138 |
| 1 |
Name of reporting person
Byron Roth |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
21,184,395.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
21,184,395.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
21,184,395.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
46.8 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. | G88935138 |
| 1 |
Name of reporting person
Gordon Roth |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
21,184,395.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
21,184,395.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
21,184,395.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
46.8 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share. As of May 15, 2025, the Issuer had 45,203,220 Class A Ordinary Shares issued and outstanding. |
| (b) |
Name of Issuer:
Roth CH Acquisition Co. |
| (c) |
Address of Issuer's Principal Executive Offices:
2340 Collins Avenue, Suite 402, Miami Beach,
FLORIDA
, 33139. |
| Item 1 Comment: This Amendment No. 1 relates to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on behalf of CR Financial Holdings, Inc., a California corporation ("CRFH"), and Byron Roth and Gordon Roth (the "Roths") are shareholders, officers and directors of CRFH, who may be deemed to have voting and dispositive control over the Ordinary Shares held by CRFH, relating to the Ordinary Shares, $0.0001 par value per share (the "Ordinary Shares") of Roth CH Acquisition Co., a Cayman Islands exempted company ("Roth CH"), filed with the Commission on February 14, 2025 (the "Schedule 13D"). The information set forth in the Schedule 13D is amended by this Amendment No. 1 only as specifically stated. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. | |
| Item 2. | Identity and Background |
| (a) | This Statement is filed by (i) CRFH (ii) Byron Roth and (iii) Gordon Roth. Byron Roth and Gordon Roth have voting and dispositive control over the securities held by CRFH. The foregoing entities and persons are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a "group." |
| (b) | The business address of each of the Reporting Persons is c/o CR Financial Holdings,, Inc. at 2340 Collins Avenue, Suite 402 Miami Beach, FL 33139 |
| (c) | CRFH is a holding company that makes investments in publicly and privately held companies. Byron Roth and Gordon Roth are shareholders, officers and directors of CRFH. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | CRFH is a California corporation and Byron Roth and Gordon Roth are both U.S. citizens. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 25, 2023, the filer acquires 2,091,562 ordinary shares and 3,910,313 warrants of the Issuer from TKB Sponsor I, LLC for a purchase price of $1.00 and an agreement to provide a working capital line. The filer and certain other entities lent money to the Issuer pursuant to the terms of a promissory note with the Issuer. On January 24, 2025, the filer and the other entities converted the principal amount of $1,181,000 due under the promissory note to ordinary shares of the Issuer. As a result of the promissory note conversion, the filer received an additional 19,092,833 ordinary shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Byron Roth and Gordon Roth are shareholders, officers and directors of CRFH, which is an investment holding company. A Joint Filing Agreement is attached hereto as Exhibit 99.1. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement by and among the Reporting Persons. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
CR Financial Holdings, Inc. |
| Signature: | /s/ Byron Roth | |
| Name/Title: | Byron Roth / CEO | |
| Date: | 05/30/2025 |
Byron Roth |
| Signature: | /s/ Byron Roth | |
| Name/Title: | Byron Roth | |
| Date: | 05/30/2025 |
Gordon Roth |
| Signature: | /s/ Gordon Roth | |
| Name/Title: | Gordon Roth | |
| Date: | 05/30/2025 |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of May 30, 2025.
| CR Financial Holdings, Inc. | ||
| By: | /s/ Byron Roth | |
| Name: | Byron Roth | |
| Title: | Director | |
| Byron Roth | ||
| /s/ Byron Roth | ||
| Gordon Roth | ||
| /s/ Gordon Roth | ||