ROC Energy signs merger with Drilling Tools; minimum cash condition $55M

Drilling Tools International Corp

Merger of Merger Sub with Drilling Tools; Drilling Tools survives as wholly owned subsidiary of PubCo.
Minimum cash condition at closing: $55M aggregate from trust account and equity financing.
Outside termination date: March 6, 2023, extendable to June 6, 2023.
Sponsor forfeits up to 50% of Founder Shares; 180-day lock-up for certain stockholders.
Director nomination agreement grants Sponsor right to designate one Class III director.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Drilling Tools International Corp entered into Agreement and Plan of Merger with ROC Energy Acquisition Corp., ROC Merger Sub, Inc. (effective 2023-02-13).

Action: entry
Agreement: merger
Counterparty: ROC Energy Acquisition Corp., ROC Merger Sub, Inc.
Effective: 2023-02-13

Exact text from the filing

ROC Energy Acquisition Corp., a Delaware corporation (prior to the Effective Time (as defined below), “ ROC Energy ” and, at and after the Effective Time, “ PubCo ”) entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement ”) with ROC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of ROC Energy (“ Merger Sub ”), and Drilling Tools International Holdings, Inc., a Delaware corporation (“ Drilling Tools ”).

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Drilling Tools International Corp filing history →

Source: SEC EDGAR

accession 0001104659-23-020480

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