8-K
filed May 22, 2023, 7:59 PM ET
ticker TYGO
CIK 0001855447
M&A
confidence high
sentiment neutral
materiality 0.75
ROCG stockholders approve merger with Tigo Energy; 1.95M shares redeemed; deal to close May 23
TIGO ENERGY, INC.
- 4,814,516 shares (84.25% of eligible) voted; Business Combination Proposal approved with 4,809,768 for, 4,747 against.
- 1,945,251 shares tendered for redemption in connection with the merger vote.
- Merger expected to close May 23, 2023; combined company to rename Tigo Energy, Inc.
- New tickers TYGO (common) and TYGOW (warrants) expected on Nasdaq from May 24, 2023.
- Six directors elected for combined board: Zvi Alon, Michael Splinter, Stanley Stern, John Wilson, Tomer Babai, Joan C. Conley.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Required Vote to Amend the Bylaws - require an affirmative vote of holders of at least two-thirds to adopt, amend, alter, repeal or rescind the Proposed Bylaws at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
3C. Required Vote to Amend the Bylaws - require an affirmative vote of holders of at least two-thirds (66 and 2∕3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Proposed Bylaws: For Against Abstain 4,809,768 4,747 1
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Required Vote to Amend the Charter – To require an affirmative vote of holders of at least two-thirds to amend certain provisions at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
3B. Required Vote to Amend the Charter – To require an affirmative vote of holders of at least two-thirds (66 and 2∕3%) of the voting power of all the then outstanding shares of voting stock of the combined company following the closing of the Business Combination (the “Combined Company”), voting together as a single class, to amend, alter, repeal or rescind, in whole or in part, certain provisions of the Proposed Charter: For Against Abstain 4,809,768 4,747 1
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Right to Act by Written Consent - To provide that any actions required to be taken or permitted to be taken by the Combined Company’s stockholders must be effected by a duly called annual or special meeting and may not be taken by written consent at the 2023-05-18 meeting.
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
3E. Right to Act by Written Consent - To provide that any actions required to be taken or permitted to be taken by the Combined Company’s stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be taken by written consent of the Combined Company stockholders, except, any actions required to be taken or permitted to be taken by the holders of the Combined Company preferred stock may be taken by written consent to the extent expressly provided in the applicable certificate of designation relating to such series of Combined Company preferred stock: For Against Abstain 4,698,741 115,774 1
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved The Nasdaq Proposal - To approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance of more than 20% of the issued and outstanding common stock in connection with the Business Combination at the 2023-05-18 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 5 - The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market the issuance of more than 20% of the issued and outstanding common stock, par value $0.0001 per share, of ROCG and voting power in connection with the Business Combination: For Against Abstain 4,809,768 4,747 1 Proposal No. 5 was approved
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Director Removal - To provide for the removal of directors with cause only by stockholders voting at least two-thirds at the 2023-05-18 meeting.
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
3D. Director Removal - To provide for the removal of directors with cause only by stockholders voting at least two-thirds (66 and 2∕3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors: For Against Abstain 4,698,747 115,768 1
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved The Business Combination Proposal – To consider and vote upon a proposal to approve the Merger Agreement at the 2023-05-18 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 1 - The Business Combination Proposal – To consider and vote upon a proposal to approve the Merger Agreement, dated as of December 5, 2022 (as amended, the “Merger Agreement”), by and among ROCG, Roth IV Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ROCG, and Tigo Energy, Inc., a Delaware corporation, and the transactions contemplated thereby (the “Business Combination”): For Against Abstain 4,809,768 4,747 1 Proposal No. 1 was approved
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Changes to Authorized Capital Stock – To authorize the issuance of 160,000,000 shares of capital stock at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
3A. Changes to Authorized Capital Stock – To authorize the issuance of 160,000,000 shares of capital stock, consisting of (i) 150,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share: For Against Abstain 4,698,747 115,768 1
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved The Charter Proposal - To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 2 - The Charter Proposal - To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the “Proposed Charter”): For Against Abstain 4,809,767 4,748 1 Proposal No. 2 was approved
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Removal of Blank Check Company Provisions - To eliminate various provisions applicable only to blank check companies at the 2023-05-18 meeting.
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
3F. Removal of Blank Check Company Provisions - To eliminate various provisions applicable only to blank check companies, including business combination requirements: For Against Abstain 4,809,765 4,748 3
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved Election of Zvi Alon, Michael Splinter, Stanley Stern, John Wilson, Tomer Babai, and Joan C. Conley to serve as directors at the 2023-05-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The Director Election Proposal - To consider and vote upon a proposal to elect Zvi Alon, Michael Splinter, Stanley Stern, John Wilson, Tomer Babai, and Joan C. Conley to serve as the directors, in each case, to serve on the Combined Company Board until the Combined Company’s annual meeting of stockholders in 2024 and until their respective successors are duly elected and qualified, subject, however, to his or her earlier death, resignation, retirement or removal. Director Nominees: a. Zvi Alon For Withheld 4,661,461 153,055 b. Michael Splinter For Withheld 4,809,768 4,748 c. Stanley Stern For Withheld 4,809,768 4,748 d. John Wilson For Withheld 4,809,769 4,747 e. Tomer Babai For Withheld 4,809,769 4,747 f. Joan C. Conley For Withheld 4,809,768 4,748 All nominees for election to the board of directors of the Combined Company following the consummation of the Business Combination were elected
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TIGO ENERGY, INC. shareholders approved The Equity Incentive Plan Proposal - To approve and adopt the Equity Incentive Plan and the material terms thereunder at the 2023-05-18 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
Proposal No. 6 - The Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Equity Incentive Plan and the material terms thereunder: For Against Abstain 4,698,747 4,747 111,022 Proposal No. 6 was approved
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.