Roth CH Acquisition Co 2024年度报告

FORM10-K (MARK ONE)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-40959 ROTH CH ACQUISITION CO.(Exact name of registrant as specified in its charter) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2024,the last business day of the registrant’s most recently completed second fiscal quarter, was $4,847, computed by reference to theclosing price of the Class A ordinary shares reported on the OTC Markets on such date of $0.03. As of March 27, 2025, there were45,203,220Class A ordinary shares, par value $0.0001 per share, and75,000Class B ordinaryshares, par value $0.0001 per share, issued and outstanding. Documents Incorporated by Reference None ROTH CH ACQUISITION CO. Annual Report on Form 10-K for the year ended December31, 2024 Table of Contents PagePART IItem 1.Business.1Item 1A.Risk Factors.5Item 1B.Unresolved Staff Comments.28Item 1C.Cybersecurity28Item 2.Properties.29Item 3.Legal Proceedings.29Item 4.Mine Safety Disclosures.29PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities.30Item 6.[Reserved].30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.31Item 7A.Quantitative and Qualitative Disclosures About Market Risk.37Item 8.Financial Statements and Supplementary Data.37Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.37Item 9A.Controls and Procedures.37Item 9B.Other Information.38Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.38PART IIIItem 10.Directors, Executive Officers and Corporate Governance.39Item 11.Executive Compensation.45Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.46Item 13.Certain Relationships and Related Transactions, and Director Independence.47Item 14.Principal Accountant Fees and Service.49PART IVItem 15.Exhibits, Financial Statement Schedules.50Item 16.Form 10-K S