Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. )*
ROTH CH ACQUISITION II CO.
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
778673103
(CUSIP Number)
December
31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1 (b) |
| ¨ | Rule 13d-1 (c) |
| x | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
| CUSIP No. 778673103 | 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Byron Roth |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
115,748 |
| 6 |
SHARED VOTING POWER
2,068,252(1) | |
| 7 |
SOLE DISPOSITIVE POWER
115,748 | |
| 8 |
SHARED DISPOSITIVE POWER
2,068,252(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,184,000(1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) Includes shares beneficially owned by CR Financial Holdings, Inc. (“CRF”).
| CUSIP No. 778673103 | 13G | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Gordon Roth |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
23,812 |
| 6 |
SHARED VOTING POWER
2,068,252(1) | |
| 7 |
SOLE DISPOSITIVE POWER
23,812 | |
| 8 |
SHARED DISPOSITIVE POWER
2,068,252(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,092,064(1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.3% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) Includes shares beneficially owned by CRF.
| CUSIP No. 778673103 | 13G | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
CR Financial Holdings, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
2,068,252 |
| 6 |
SHARED VOTING POWER
| |
| 7 |
SOLE DISPOSITIVE POWER
2,068,252 | |
| 8 |
SHARED DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,068,252 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.1% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 778673103 | 13G | Page 5 of 7 Pages |
Item 1.
| (a) | Name of Issuer: Roth CH Acquisition II Co. |
| (b) | Address of Issuer's Principal Executive Offices: |
888 San Clemente Drive, Suite 400, Newport Beach, CA 92660
Item 2.
| (a) | Name of Person Filing: |
| (i) | Byron Roth |
| (ii) | Gordon Roth |
| (iii) | CR Financial Holdings, Inc. |
| (b) | Address of Principal Business Office or if none, Residence: |
c/o Roth CH Acquisition II Co.
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
| (c) | Citizenship: |
| (i) Byron Roth | United States | |
| (ii) Gordon Roth | United States | |
| (iii) CR Financial Holdings, Inc. | California |
| (d) | Title of Class of Securities: Common Stock, $0.0001 par value |
| (e) | CUSIP Number: 778673103 |
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
| (i) Byron Roth | 2,184,000. Includes 2,068,252 shares owned by CR Financial Holdings, Inc. | |
| (ii) Gordon Roth | 2,092,064. Includes 2,068,252 shares owned by CR Financial Holdings, Inc. | |
| (iii) CR Financial Holdings, Inc. | 2,068,252 shares |
| (b) | Percent of Class: |
| (i) Byron Roth | 14.9% | |
| (ii) Gordon Roth | 14.3% | |
| (iii) CR Financial Holdings, Inc. | 14.1% |
The foregoing percentages are based on 14,650,000 shares of common stock outstanding as of December 31, 2020.
| CUSIP No. 778673103 | 13G | Page 6 of 7 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
| (1) Byron Roth | 115,748 | |
| (2) Gordon Roth | 23,812 | |
| (3) CR Financial Holdings, Inc. | 2,068,252 |
| (ii) | shared power to vote or to direct the vote: |
| (1) Byron Roth | 2,068,252 | |
| (2) Gordon Roth | 2,068,252 | |
| (3) CR Financial Holdings, Inc. | 0 |
| (iii) | sole power to dispose or to direct the disposition of: |
| (1) Byron Roth | 115,748 | |
| (2) Gordon Roth | 23,812 | |
| (3) CR Financial Holdings, Inc. | 2,068,252 |
| (iv) | shared power to dispose or to direct the disposition of: |
| (1) Byron Roth | 2,068,252 | |
| (2) Gordon Roth | 2,068,252 | |
| (3) CR Financial Holdings, Inc. | 0 |
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 778673103 | 13G | Page 7 of 7 Pages |
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.
February 11, 2021
| /s/ Byron Roth | ||
| Byron Roth | ||
| /s/ Gordon Roth | ||
| Byron Roth | ||
| ROTH CAPITAL PARTNERS, LLC | ||
| By: | /s/ Byron Roth | |
| Name: Byron Roth | ||
| Title: CEO | ||