SCHEDULE 13D/A: CR Financial Holdings and Roth Family Increase Stake in Roth CH Acquisition Co. to 46.8%

CR Financial Holdings, Inc., along with Byron and Gordon Roth, has significantly increased its beneficial ownership in Roth CH Acquisition Co. to 46.8% through a promissory note conversion and prior share acquisition.

Summary

• CR Financial Holdings, Inc. (CRFH), Byron Roth, and Gordon Roth collectively beneficially own 21,184,395 Class A Ordinary Shares of Roth CH Acquisition Co.
• This represents 46.8% of the Issuer's 45,203,220 Class A Ordinary Shares outstanding as of May 15, 2025.
• The increase in ownership is primarily due to the conversion of a $1,181,000 promissory note into 19,092,833 ordinary shares on January 24, 2025.
• Previously, on June 25, 2023, the filer acquired 2,091,562 ordinary shares and 3,910,313 warrants from TKB Sponsor I, LLC for $1.00 and a working capital line agreement.
• Byron Roth and Gordon Roth, as shareholders, officers, and directors of CRFH, are deemed to have voting and dispositive control over the shares held by CRFH.

Sentiment

Score: 7

Explanation: The document reflects a significant increase in beneficial ownership by key insiders, including the conversion of debt to equity, which generally signals confidence and commitment from the reporting persons. This is a positive signal for the company's stability and future prospects, although it's a factual ownership update rather than an operational performance report.

Positives

• Increased commitment from key shareholders/management (CRFH, Roths) through significant share acquisition and debt conversion, indicating confidence in the company.
• Conversion of a promissory note reduces debt on the Issuer's balance sheet, potentially improving financial structure.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding the Issuer's future operations or financial performance. It primarily details changes in beneficial ownership.

Management Comments

• Byron Roth and Gordon Roth are shareholders, officers and directors of CRFH, which is an investment holding company.
• 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.'

Industry Context

This Schedule 13D filing indicates a significant increase in ownership by a key investment holding company and its principals in a Special Purpose Acquisition Company (SPAC), Roth CH Acquisition Co. Such filings are common in the SPAC lifecycle, particularly as sponsors or related entities adjust their stakes, often in connection with de-SPAC transactions or financing activities. The substantial ownership stake of 46.8% by CR Financial Holdings and the Roths suggests a strong controlling interest, which is typical for SPAC sponsors.

Related Party Transactions

• The acquisition of shares and warrants from TKB Sponsor I, LLC and the conversion of a promissory note from entities including the filer are transactions involving parties closely related to the Issuer's management/sponsors.

Stakeholder Impact

• Shareholders: The increased ownership by CR Financial Holdings and the Roths consolidates control, potentially providing stability but also concentrating voting power. The debt-to-equity conversion reduces the company's liabilities, which could be seen positively.
• Creditors: The conversion of the promissory note reduces the company's debt obligations to the reporting persons.

Key Dates

Recommendation

Keywords

Roth CH Acquisition Co., CR Financial Holdings, Byron Roth, Gordon Roth, Schedule 13D, beneficial ownership, Class A Ordinary Shares, promissory note conversion, SPAC, investment holdings, share acquisition