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Item 1A. Risk Factors. There can be no assurance that future developments affecting us will be those that we have anticipated. Business. References to the “Sponsor” refer to the Former Sponsor up to the consummation of the Transaction and the New Sponsor thereafter. Effective September 7, 2023, shareholders approved a change in the Company’s name to Roth CH Acquisition Co. Formation and Initial Public Offering On October 29, 2021, we consummated our initial public offering of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10. A total of $234,600,000 of the proceeds from the initial public offering and the sale of the Private Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.38 per share, for an aggregate redemption amount of approximately $181.9 million. After the satisfaction of such redemptions, the balance in the Company’s Trust Account was approximately $56.7 million. On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension Amendment Proposal”) to amend the Company’s Articles to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s Articles. The term “Monthly Deposit” is defined in the Second Trust Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10. These shares were effectively canceled on July 7, 2023. 1 Securities Transfer Agreement and Name Change On June 25, 2023, the Company, the Former Sponsor, each independent director of the Company, and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the “New Sponsor”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the Former Sponsor and the former directors of the Company sold to the Buyers, an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500 Class A Shares and 75,000 Class B Shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, the Former Sponsor has certain continuing rights, including a right of first refusal to repurchase the Transferred Securities in certain circumstances as set forth in the Agreement and the right to invest up to 25% of certain financings. The Transaction was consummated on June 28, 2023. Recent Developments – Extraordinary General Meeting of Shareholders On March 28, 2024, the Company commenced mailing of definitive proxy materials in connection with an extraordinary general meeting of shareholders to be held on April 10, 2024. The purpose of the meeting was to consider the following proposals: ●A proposal, by special resolution, subject to the approval of Proposal A (described below), to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (as amended, the “Articles of Association”) to remove the provisions applicable to special purpose acquisition companies including the requirement to redeem and cancel 100% of the Company’s Class A ordinary shares sold in the Company’s initial public offering following distribution of the funds held in the Company’s trust account (the “Amendment Proposal”); ●A proposal, as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the proposals (ii) if the Board determines before the general meeting that it is not necessary or no longer desirable to proceed with the proposals or (iii) as otherwise determined by the Chairman of the general meeting in his sole and absolute discretion to be necessary (the “Adjournment Proposal”) In addition, the Company solicited proxies in favor of another proposal to be voted upon by the holders of the Class A shares to approve the following: ●A proposal, for the purposes of Article 10 of the Amended and Restated Articles of Association of the Company, by the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in the Amendment Proposal (the “Variation of Rights Proposal” or “Proposal A” The purpose of the Amendment Proposal is to remove the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”) and revise the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. If approved, the Company would liquidate the Trust Account despite the fact that it is not required to do so until October 29, 2024 and intends to liquidate the Trust Account and process the 90% redemption simultaneously. Continental Stock Transfer and Trust Company has informed the Company that they and the DTC would effect the redemption of 90% of the Public Shares mechanically as a reverse stock split. In order to do so, in the event that the Amendment Proposal is adopted, the Company intends to set a record date for the redemption promptly following the adoption of the Amendment Proposal. It will also be required to provide five (5) days prior notice to DTC and to the extent that we are listed on OTC, will need to provide FINRA with 10 days advance notice prior to the record date. Based upon these requirements, the Company anticipates that it will liquidate the Trust Account and redeem 90% of the Public Shares approximately 2-3 weeks after the adoption of the Amendment Proposal. Approval of the Variation in Rights Proposal is required under Cayman law as the Class A and Class B ordinary shares are treated differently under the proposed Amended and Restated Articles of Association. The Company has also applied to have its securities quoted on the OTC Markets and will submit a voluntary withdrawal of the listing from Nasdaq. 2 On April 10, 2024, the Company convened its meetings and adjourned both without voting to April 17, 2024 so as to permit additional time to complete its OTC listing. For additional information, please see the definitive proxy statement filed by the Company with the SEC on March 28, 2024 and the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2024. Initial Business Combination Since our initial public offering, we have evaluated over 350 potential target businesses. We entered into a business combination agreement with one party which agreement was subsequently terminated. Our board of directors will make the determination as to the fair market value of such alternate initial business combination. Our Business Combination Process We are not prohibited from pursuing an initial business combination with a company that is affiliated with our New Sponsor, officers or directors. On January 27, 2023, shareholders approved an extension of the date by which the Company must complete its initial business combination to June 29, 2023.38 per share, leaving approximately $56. On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10. These shares were effectively canceled on July 7, 2023.20 per share” and other risk factors contained herein. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.20 per public share. In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per Public Share.20 per share” and other risk factors contained herein.20 per Public Share to our Public Shareholders. Either of these factors may place us at a competitive disadvantage in successfully negotiating an alternate business combination. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Our corporate website address is www.rothch.com. Risk Factors. An investment in our securities involves a high degree of risk.20 per share) instead of $230,000,000 ($10.00 per share). In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of the Class A Shares.

Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial shareholders own approximately 73% of our issued and outstanding ordinary shares. This risk will increase as we get closer to the timeframe described above.S. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. You are not entitled to protections normally afforded to investors of many other blank check companies. Accordingly, investors are not afforded the benefits or protections of those rules. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. As of December 31, 2023, we had cash of $13,755 held outside the Trust Account to fund our working capital requirements. We believe that the funds available to us outside of the Trust Account may not be sufficient to allow us to operate until October 29, 2024, assuming that our initial business combination is not completed during that time. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.00 per warrant at the option of the lender. Consequently, our public shareholders may only receive an estimated $11.20 per share. Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share. 16 The SEC has recently adopted final rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target or others may determine to undertake in connection with such rules may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rules may cause us to liquidate the Company at an earlier time than we might otherwise choose. On January 24, 2024, the SEC adopted final rules (the “SPAC Rules”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; and the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in business combination transactions and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rules, the SPAC Guidance, or pursuant to the SEC’s views expressed in the SPAC Rules, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities. If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. As described further above, the SPAC Guidance relates, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. Because the SPAC Guidance is fact-specific, there remains uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements and we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities. We are subject to laws and regulations enacted by national, regional and local governments. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination, and results of operations. When we look for an alternate business combination target, we will not be limited to evaluating a target business in a particular industry sector, and you will be unable to ascertain the merits or risks of any particular target business’s operations. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. This lack of diversification may negatively impact our operations and profitability. Following the Extensions, as of December 31, 2023, we had approximately $23,332,031 remaining in our Trust Account. 19 We may effectuate an initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we seek to complete multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. We may seek acquisition opportunities with an early stage-company, a financially unstable business or an entity lacking an established record of revenue or earnings. 20 We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. We may seek a target which is a privately held company. We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results. We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. Such combination may not be as successful as a combination with a smaller, less complex organization. We do not have a specified maximum redemption threshold. Any agreement for an initial business combination with a target may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. Certain agreements related to our initial public offering may be amended without shareholder approval. Such agreement may have an adverse effect on the price of our securities. Our initial shareholders own approximately 73% of our issued and outstanding ordinary shares. These financial statements may be, required to be prepared in accordance with, or be reconciled to, GAAP or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances.

Over the past year, the market for directors’ and officers’ liability insurance for special purpose acquisition companies has changed. The increased cost and decreased availability of directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. However, any failure to obtain adequate directors’ and officers’ liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. We may have a limited ability to assess the management of an alternate target business and, as a result, may complete our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Our management may not be able to maintain control of a target business after our initial business combination. We will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. In this case, we would acquire a 100% interest in the target. We have agreed to indemnify our officers, directors and advisors to the fullest extent permitted by law. We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise. We may consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. However, we do not believe that any such potential conflicts of interest would materially affect our ability to complete an initial business combination. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so.00 per private placement warrant, each exercisable for one Class A Share at $11.50 per share, for an aggregate purchase price of $10,750,000, or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination.00 per share and the publicly held shares would be required to be at least $20 million and we would be required to have a minimum of 400 round lot holders and 1,000,000 publicly held shares.S.S. federal income tax consequences. Furthermore, the U.S.S.S. federal income tax purposes.S.S.S.S.S.S. Treasury regulations a valid election to be treated as a U.S. person. We may be a controlled foreign corporation (CFC) which could result in adverse U.S.S. investors. If a U.S.S. A non-U.S.S.S. In determining whether a shareholder is treated as a 10% U.S.S. federal income tax consequences to U.S. investors.S.S. Holder may be subject to adverse U.S. We believe we were a PFIC for our taxable year ended December 31, 2023 and we may be classified as a PFIC for the current taxable year.S.S. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules. We may, in connection with an alternate business combination, re-domicile or reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our Articles authorize the issuance of up to 200,000,000 Class A Shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of December 31, 2023, there are 2,119,236 and 5,750,000 issued and outstanding redeemable Class A Shares and non-redeemable Class A and Class B Shares, respectively. As of the date of this Annual Report, there are no preference shares issued and outstanding. We may issue additional ordinary shares to complete such alternate initial business combination or under an employee incentive plan after completion of our initial business combination.50 per share. Our initial shareholders (including the New Sponsor) currently own an aggregate of 5,750,000 founder shares, which consists of 5,675,000 Class A Shares held by our Sponsor which 5,650,000 and 25,000 shares were converted from Class B Shares on January 18, 2023 and June 26, 2023, respectively, and 75,000 Class B Shares held by our independent directors.00 per warrant. To the extent we issue Class A Shares for any reason, the potential for the issuance of a substantial number of additional Class A Shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Each unit contains one-half of one warrant. A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. We currently have 22,250,000 warrants outstanding. Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.S. Federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands. Unresolved Staff Comments. None. Item 1C. Cybersecurity We are a SPAC with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO. .

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