Item 2.01. Completion of Acquisition or Disposition
of Assets.
Reference is made to the disclosure described
in the “Introductory Note” of this Current Report on Form 8-K (this “Current Report”), which is incorporated herein
by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor
registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), as ROCG was immediately before the Business Combination, then the registrant must disclose the information
that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation
of the Business Combination, and as discussed below in Item 5.06 of this Current Report, the Company has ceased to be a shell company.
Accordingly, the Company is providing the information below that would be included in a Form 10 if the Company were to file a Form 10.
Please note that the information provided below relates to the Company as the combined company after the consummation of the Business
Combination, unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
This Current Report contains statements that are
forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position,
business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts
and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not
relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or
forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available
to, our management.
Forward-looking statements in this Current Report
may include, for example, statements about:
| ● | our ability to recognize the anticipated benefits of the Business Combination; |
| ● | the projected financial information, anticipated growth rate and market opportunities of the Company; |
| ● | our ability to maintain the listing of our securities on Nasdaq; |
| ● | our ability to develop and sell our product offerings and services; |
| ● | manage risks associated with seasonal trends and the cyclical nature of the solar industry; |
| ● | the potential liquidity and trading of our securities; |
| ● | our ability to acquire and protect intellectual property; |
| ● | manage risks associated with our dependence on a small number of outside contract manufacturers; |
| ● | our ability to continue working with leading solar manufacturers; |
| ● | our ability respond to fluctuations in foreign currency exchange rates and political unrest and regulatory
changes in international markets into which we expand or otherwise operate in; |
| ● | our ability to enhance future operating and financial results; |
| ● | our ability to meet future liquidity requirements, which may require us to raise financing in the future; |
| ● | our ability to retain or recruit, or changes required in, our officers, key employees or directors; |
| ● | our ability to implement and maintain effective internal controls; and |
| ● | factors relating to our business, operations and financial performance, including: |
| o | our ability to comply with laws and regulations applicable to our business; |
| o | market conditions and global and economic factors beyond our control; |
| o | our ability to compete in the highly-competitive and evolving solar industry; |
| o | our ability to continue to develop new products and innovations to meet constantly evolving customer demands; |
| o | our ability to enter into, successfully maintain and manage relationships with partners and distributors;
and |
| o | our ability to acquire or make investments in other businesses, patents, technologies, products or services
to grow the business, and realize the anticipated benefits therefrom. |
We caution you that the foregoing list may not
contain all of the forward-looking statements made in this Current Report. These forward-looking statements are only predictions based
on our current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including
those described in the section entitled “Risk Factors” and elsewhere in this Current Report. It is not possible for the management
of the Company to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report
may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements
in this Current Report.
The forward-looking statements included in this
Current Report are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future
results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur.
We do not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Current Report
to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Current Report
and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance,
events and circumstances of the Company may be materially different from what is expected.
Business
Reference is made to the disclosure contained
in the Proxy Statement/Prospectus in the sections entitled “Information about ROCG” and “Information about
Tigo,” beginning on pages 121 and 153 of the Proxy Statement/Prospectus, respectively, all of which is incorporated herein by
reference.
Risk Factors
Reference is made to the sections of the Proxy
Statement/Prospectus entitled “Summary—Summary Risk Factors” and “Risk Factors,” beginning
on pages 23 and 53 of the Proxy Statement/Prospectus, respectively, which is incorporated herein by reference.
Financial Information
Reference is made to the disclosure set forth
in Item 9.01 of this Current Report on Form 8-K concerning the financial information of ROCG and Legacy Tigo.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The Management’s Discussion and
Analysis of Financial Condition and Results of Operations of Legacy Tigo as of and for the three months ended March 31, 2023 and
2022 and for the years ended December 31, 2022 and 2021 are set forth herein as Exhibit 99.1 and are incorporated herein by
reference.
The Management’s Discussion and
Analysis of Financial Condition and Results of Operations of ROCG as of and for the three months ended March 31, 2023 and 2022 is
set forth in the Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023 in the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operation” beginning on page 21, which is incorporated herein by
reference. The Management’s Discussion and Analysis of Financial Condition and Results of Operations of ROCG for the years
ended December 31, 2022 and 2021 are included in the Proxy Statement/Prospectus in the section titled “ROCG Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 142 of the Proxy
Statement/Prospectus, which is incorporated herein by reference.
Properties
Reference is made to the section of the Proxy
Statement/Prospectus entitled “Information About Tigo—Properties,” on page 165 of the Proxy Statement/Prospectus,
which is incorporated herein by reference.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth information regarding
the beneficial ownership of shares of our Common Stock as of the Closing Date, after giving effect to the Business Combination, by:
| ● | each person known by us to be the beneficial owner of more than 5% of our Common Stock; |
| ● | each person who is an executive officer or director of the Company; and |
| ● | all executive officers and directors of the Company, as a group. |
Beneficial ownership
is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that
person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment
power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers
within 60 days.
The beneficial ownership
of shares of common stock is calculated based on 58,144,543 shares of Common Stock outstanding after giving effect to the Business Combination.
Unless otherwise noted in the footnotes to the
following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment
power with respect to their beneficially owned common stock.
| Name and Address of Beneficial Owner(1) | |
Number of
Shares
Beneficially
Owned | | |
% | |
| Directors and Named Executive Officers of the Company | |
| | |
| |
| Zvi Alon(2) | |
| 15,821,032 | | |
| 26.6 | % |
| Bill Roeschlein(3) | |
| 93,334 | | |
| * | |
| Jeffrey Sullivan | |
| — | | |
| — | |
| Jing Tian(3) | |
| 102,667 | | |
| * | |
| James (JD) Dillon(3) | |
| 102,667 | | |
| * | |
| Michael Splinter(4) | |
| 1,401,322 | | |
| 2.4 | % |
| Stanley Stern(5) | |
| 295,118 | | |
| * | |
| John Wilson | |
| — | | |
| — | |
| Tomer Babai(3) | |
| 32,666 | | |
| * | |
| Joan C. Conley(3) | |
| 102,667 | | |
| * | |
| All Directors and Executive Officers of the Company as a Group (10 Individuals) | |
| 17,951,473 | | |
| 30.2 | % |
| | |
| | | |
| | |
| Five Percent Holders | |
| | | |
| | |
| Alon Ventures, LLC(6) | |
| 12,689,306 | | |
| 21.8 | % |
| Energy Growth Momentum II LP(7) | |
| 9,142,557 | | |
| 15.7 | % |
| Generation IM Climate Solutions Funds, L.P. (8) | |
| 8,043,244 | | |
| 13.8 | % |
| Tigo SPV LP(9) | |
| 5,208,625 | | |
| 9.0 | % |
| Clal Industries Ltd. (10) | |
| 4,584,422 | | |
| 7.9 | % |
| Sam Tramiel(11) | |
| 3,206,852 | | |
| 5.5 | % |
| (1) | Unless otherwise noted, the business address of each of the
following individuals is c/o Tigo Energy, Inc. 655 Campbell Technology Parkway, Suite 150, Campbell, CA 95008. |
| (2) | Consists of: (i) 1,356,900 shares of Common Stock issuable upon
exercise of stock options held by Mr. Alon, (ii) 12,689,306 shares of Common Stock held by Alon Ventures, LLC, a California limited liability
company (“Alon Ventures”), for which Mr. Alon may be deemed to have voting or investment power over such securities, and
(iii) 1,774,826 shares of Common Stock held by the Zvi and Ricki Alon Trust U/A/D June 29, 2017, for which Mr. Alon serves as Trustee and exercises investment decisions with respect to such securities. |
| (3) | Reflects the shares of Common Stock issuable upon exercise of
stock options held by the applicable individual. |
| (4) | Consists of: (i) 137,666 shares of Common Stock issuable upon
exercise of stock options held by Mr. Splinter, (ii) 1,123,656 shares of Common Stock held by the Splinter Roboostoff Rev Trust, for
which Mr. Splinter serves as Trustee and exercises investment decisions with respect to such securities, (iii) 35,000 shares of Common
Stock held by the Amanda Christine Splinter 2012 Irrevocable Trust Dtd 08/10/2012, for which Mr. Splinter serves as Trustee and exercises
investment decisions with respect to such securities, (iv) 35,000 shares of Common Stock held by The Archie David Roboostoff 2012
Irrevocable Trust Dtd 08/10/2012, for which Mr. Splinter serves as Trustee and exercises investment decisions with respect to such securities,
(v) 35,000 shares of Common Stock held by The Joshua Michael Splinter 2012 Irrevocable Trust Dtd 08/10/2012, for which Mr. Splinter serves
as Trustee and exercises investment decisions with respect to such securities and (vi) 35,000 shares of Common Stock held by The Krista
Diane Fenske 2012 Irrevocable Trust Dtd 08/10/2012, for which Mr. Splinter serves as Trustee and exercises investment decisions with
respect to such securities. |
| (5) | Consists of: (i) 169,118 shares of Common Stock and (ii) 126,000
shares of Common Stock issuable upon the exercise of stock options. |
| (6) | Reflects the shares of Common Stock held by Alon Ventures. Mr.
Alon may be deemed to have voting or investment power over the shares owned by Alon Ventures. The principal business address of Alon
Ventures is 27673 Lupine Rd Los Altos Hills, CA 94022. |
| (7) | Consists of: (i) 9,133,224 shares of Common Stock and (ii) 9,333
shares of Common Stock issuable upon the exercise of stock options. Energy Growth Momentum GP II Limited (“EGM II GP”) is
the general partner of Energy Growth Momentum II LP (“EGM II LP”) and has voting and dispositive power over all of the shares
of Common Stock held by EGM II LP. The principal business address of EGM II LP is 1st & 2nd Floors, Elizabeth House, Les Ruettes Brayes,
St Peter Port, Guernsey GY1 1EW. |
| (8) | Consists of: (i) 8,010,578 shares of Common Stock and (ii) 32,666
shares of Common Stock issuable upon the exercise of stock options. The principal business address of Generation IM Climate Solutions
Funds, L.P. is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Island. |
| (9) | Reflects the shares of Common Stock held by Tigo SPV LP (“Tigo SPV”).
EGM II GP is the general partner of Tigo SPV and has voting and dispositive power over all of the shares of Common Stock held by Tigo
SPV. The principal business address of Tigo SPV is 1st & 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey
GY1 1EW. |
| (10) | Reflects the shares of Common Stock held by Clal Industries
Ltd. (“Clal Industries”). Each of Access Industries Holdings LLC (“AIH”), Access Industries, LLC (“Access
LLC”), Access Industries Management, LLC (“AIM”), Clal Industries and Mr. Len Blavatnik may be deemed to share voting
and investment power over shares owned directly by Clal Industries because (i) Mr. Blavatnik controls AIM, AIH, Access LLC and AI International
GP Limited, the general partner of AI SMS (as defined below), (ii) AIM controls Access LLC and AIH, (iii) Access LLC controls a majority
of the outstanding voting interests in AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS
controls AI Diversified Holdings Ltd. (“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l.,
which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”), (vii) Access AI wholly owns Clal
Industries. The address of Clal Industries is the Triangular Tower, 3 Azrieli Center, Tel Aviv 67023, Israel and the address of AIH,
Access LLC, AIM and Mr. Blavatnik is c/o Access Industries Inc., 40 West 57th Street, New York, New York 10019, United States. |
| (11) | Consists of: (i) 1,978,406 shares of Common Stock held by Sam Tramiel and Felicia Tramiel, Trustees
of the Tramiel Family Trust, for which Mr. Tramiel serves as Trustee and exercises investment decisions with respect to such securities,
and (ii) 1,228,446 shares of Common Stock held by the Sam Tramiel Separate Trust, for which Mr. Tramiel serves as Trustee and
exercises investment decisions with respect to such securities. |
Directors and Executive Officers
Reference is made to the disclosure in the subsections
entitled “Board of Directors” and “Executive Officers” in Item 5.02 of this Current Report, which are incorporated
herein by reference. Further reference is made to the section of the Proxy Statement/Prospectus entitled “Management of the Combined
Company Following the Business Combination,” beginning on page 188 of the Proxy Statement/Prospectus, which is incorporated
herein by reference.
Reference is also made to the disclosure contained
in the supplement to the Proxy Statement/Prospectus, dated May 19, 2023, which is incorporated herein by reference.
Information with respect to the independence of
the Company’s directors is set forth in the Proxy Statement/Prospectus in the section entitled “Management of the Combined
Company Following the Business Combination—Independence of our Board of Directors,” beginning on page 191 of the Proxy
Statement/Prospectus, which is incorporated herein by reference.
Committees of the Board of Directors
Reference is made to the disclosure in the subsections
entitled “Board of Directors” in Item 5.02 of this Current Report, which is incorporated herein by reference. Further reference
is made to the section of the Proxy Statement/Prospectus entitled “Management of the Combined Company Following the Business
Combination—Board Committees,” on page 192 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Executive Compensation
A description of the compensation of the named
executive officers of Legacy Tigo prior to the consummation of the Business Combination is set forth in the section of the Proxy Statement/Prospectus
entitled “Tigo Executive Officer and Director Compensation,” beginning on page 195 of the Proxy Statement/Prospectus,
which is incorporated herein by reference. Reference is also made to the disclosure contained in the supplement to the Proxy Statement/Prospectus,
dated May 19, 2023, which is incorporated herein by reference.
At the Special Meeting, the ROCG stockholders
approved the Tigo Energy, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan”). The Company expects that the Board
or the compensation committee of the Board will make grants of awards under the Equity Incentive Plan to eligible participants.
The Equity Incentive Plan is described in greater
detail in the section of the Proxy Statement/Prospectus entitled “Proposal No.6 – The Equity Incentive Plan Proposal,”
beginning on page 111 of the Proxy Statement/Prospectus, which is incorporated herein by reference. This summary and the foregoing description
of the Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Equity Incentive
Plan, a copy of which is filed herewith as Exhibit 10.4 and is incorporated herein by reference.
Director Compensation
A description of the compensation of the directors
of Legacy Tigo prior to the consummation of the Business Combination is set forth in the section of the Proxy Statement/Prospectus entitled
“Tigo Executive Officer and Director Compensation—Non-Employee Director Compensation,” on page 198 of the Proxy
Statement/Prospectus, which is incorporated herein by reference.
Employment Agreements
Reference is made to the sections of the Proxy
Statement/Prospectus entitled “Management of the Combined Company Following the Business Combination—Compensation of the
Combined Company Executive Officers and Directors” and “Tigo Executive Officer and Director Compensation — Executive
Officer and Director Compensation Arrangements to Be Adopted in Connection with the Business Combination” and beginning on pages
193 and 198, respectively, which are incorporated herein by reference.
Certain Relationships and Related Transactions,
and Director Independence
Reference is made to the sections of the Proxy
Statement/Prospectus entitled “Certain Relationships and Related Party Transactions” and “Management of the
Combined Company Following the Business Combination—Independence of our Board of Directors,” beginning on pages 288 and
191 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.
Compensation Committee Interlocks and Insider
Participation
None of our officers currently serves, or in the
past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
Legal Proceedings
Reference is made to the section of the Proxy
Statement/Prospectus entitled “Information about Tigo—Legal Proceedings,” on page 165 of the Proxy Statement/Prospectus,
which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters
Prior to the Closing Date, ROCG’s publicly
traded common stock, public warrants and units were listed on the Nasdaq Capital Market under the symbols “ROCG,” “ROCG”
and “ROCGU,” respectively. Upon the consummation of the Business Combination, the Common Stock and the Company’s warrants
began trading on Nasdaq under the symbols “TYGO” and “TYGOW,” respectively. ROCG’s publicly traded units
automatically separated into their component securities upon the Closing, and as a result, no longer trade as a separate security and
will be delisted from Nasdaq.
The Company has not paid any cash dividends on
shares of its Common Stock to date. The payment of any cash dividends in the future will be within the discretion of the Board. The payment
of cash dividends in the future will be contingent upon the Company’s revenues and earnings, if any, capital requirements, and general
financial condition. It is the present intention of Board to retain all earnings, if any, for use in business operations, and accordingly,
the Board does not anticipate declaring any dividends in the foreseeable future.
Reference is made to the disclosure described
in the Proxy Statement/Prospectus in the section entitled “Proposal No.6 – The Equity Incentive Plan Proposal,”
beginning on page 111 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The Equity Incentive Plan and the
material terms thereunder, including the authorization of the initial share reserve thereunder, were approved by ROCG’s stockholders
at the Special Meeting.
Recent Sales of Unregistered Securities
On August 5, 2021, simultaneously with the closing
of ROCG’s initial public offering (the “IPO”), ROCG consummated the private placement (“Private Placement”)
with initial stockholders of ROCG of 461,500 units (the “Private Units”), generating total proceeds of $4,615,000.
As contemplated in, and pursuant to the Merger
Agreement, each outstanding Private Unit immediately prior to the Effective Time detached and entitled the holder thereof to one share
of ROCG common stock and one-half of a ROCG warrant.
The Private Units were issued pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Description of Registrant’s Securities
to be Registered
Reference is made to the section of the Proxy
Statement/Prospectus entitled “Description of Capital Stock of the Combined Company,” beginning on page 280 of the
Proxy Statement/Prospectus, which is incorporated herein by reference.
Indemnification of Directors and Officers
Reference is made to the disclosure under the
subheading “Indemnification Agreements” in Item 1.01 of this Current Report, which is incorporated herein by reference.
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
Not applicable.