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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 001-40710

 

Tigo Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)

  

Delaware   83-3583873

( State or other jurisdiction of

incorporation or organization)

   (I.R.S. Employer
Identification No.)
     

655 Campbell Technology Parkway, Suite 150

Campbell, California

   95008
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 402-0802

 

ROTH CH ACQUISITION IV CO.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

December 31, 2022

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   TYGO   The Nasdaq Stock Market LLC
Warrants to purchase Common Stock, at an exercise price of $11.50 per share   TYGOW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒    

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

As of August 5, 2023, the registrant had 58,144,543 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

 

 

 

Explanatory Note

 

This Quarterly Report on Form 10-Q/A constitutes Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the period ended June 30, 2023, which was originally filed with the Securities and Exchange Commission on August 11, 2023 (the “Original Filing”). This Amendment is being filed solely to amend the certification of the Principal Financial Officer of the Company required under Section 906 of the Sarbanes-Oxley Act of 2002 that was included as Exhibit 32.2 to the Original Filing (the “Certification”). Specifically, the introductory sentence of the Certification incorrectly referenced the name of the Company’s Principal Executive Officer, Zvi Alon, rather than the name of the Company’s Principal Financial Officer, Bill Roeschlein. The Certification was properly executed by Bill Roeschlein. A corrected copy of the certification of the Principal Financial Officer of the Company required under Section 906 of the Sarbanes-Oxley Act of 2002, dated October 23, 2023, is filed as Exhibit 32.3 to this Amendment.

 

The certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 that were filed and furnished, respectively, as Exhibits 31.1, 31.2 and 32.2 to the Original Filing have been re-executed and re-filed as of the date of this Amendment and are included as Exhibits 31.3, 31.4 and 32.3. Part II, Item 6 of the Original Filing has been amended to reflect the new certifications.

 

Other than as described above, this Amendment does not amend, update or restate any information included in the Original Filing. This Amendment does not reflect events occurring after the Original Filing or modify or update disclosures in the Original Filing affected by subsequent events. This Amendment should be read in conjunction with the Original Filing.

 

 

 

 

Item 6. Exhibits

 

Exhibit No.   Description
2.1   Amendment No. 1 to Merger Agreement by and among Roth CH Acquisition IV Co., Tigo Energy, Inc. and Roth IV Merger Sub Inc., dated as of April 6, 2023 (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023).
3.1   Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
3.2   Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
4.1   Warrant Agreement, dated August 5, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023).
10.1   Amended and Restated Registration Rights Agreement, dated as of May 23, 2023, by and among Tigo Energy, Inc., CHLM Sponsor LLC, CR Financial Holdings, Inc., and each party listed under Holder on the signature pages thereto (incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
10.2   Fiscal 2023 Executive Short Term Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2023).
10.3   Form of Restricted Stock Unit Award Grant Notice (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023).
10.4   Form of Stock Option Grant Notice (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023).
10.5   Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023).
10.6   Form of Stock Appreciation Right Award Agreement for China Grantees (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023).
10.7   Form of Stock Option Grant Notice for Israeli Participants (incorporated by reference to the Company’s Registration Statement on Form S-8, filed with the SEC on August 10, 2023).
10.8   Tigo Energy, Inc. Independent Director Compensation Policy. 
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (incorporated by reference to Exhibit 31.1 to the Quarterly Report on Form 10-Q filed on August 11, 2023)
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (incorporated by reference to Exhibit 31.2 to the Quarterly Report on Form 10-Q filed on August 11, 2023)
31.3†   Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.4†   Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1*   Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (incorporated by reference to Exhibit 32.1 to the Quarterly Report on Form 10-Q filed on August 11, 2023)
32.2*   Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (incorporated by reference to Exhibit 32.2 to the Quarterly Report on Form 10-Q filed on August 11, 2023)
32.3*   Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b)
101.INS†   XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†   XBRL Taxonomy Extension Schema Document 
101.CAL†   XBRL Taxonomy Extension Calculation Linkbase Document 
101.DEF†   XBRL Taxonomy Extension Definition Linkbase Document 
101.LAB†   XBRL Taxonomy Extension Label Linkbase Document 
101.PRE†   XBRL Taxonomy Extension Presentation Linkbase Document 
104†   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 

 

†Filed herewith.
*Furnished herewith

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Tigo Energy, Inc. 
     
  By: /s/ Bill Roeschlein
    Bill Roeschlein
    Chief Financial Officer
Date: October 23, 2023    

 

 

2

 

 

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Exhibit 31.3

 

Certification of Principal Executive Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
Under the Securities Exchange Act of 1934, as Amended

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Zvi Alon, certify that:

 

1.I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q for the period ended June 30, 2023 of Tigo Energy, Inc.; and

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: October 23, 2023

 

  /s/ Zvi Alon
  Zvi Alon
  Chief Executive Officer
  (Principal Executive Officer)

 

Exhibit 31.4

 

Certification of Principal Financial Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
Under the Securities Exchange Act of 1934, as Amended

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Bill Roeschlein, certify that:

 

1.I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q for the period ended June 30, 2023 of Tigo Energy, Inc.; and

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: October 23, 2023

 

  /s/ Bill Roeschlein
  Bill Roeschlein
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

Exhibit 32.3

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

 

In connection with the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on August 11, 2023, as amended by Amendment No. 1 dated as of the date hereof (the “Report”), I, Bill Roeschlein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: October 23, 2023

 

  /s/ Bill Roeschlein
  Bill Roeschlein
  Chief Financial Officer
  (Principal Financial and Accounting Officer)