--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-175331" form_type: "8-K" ticker: "DTI" cik: "0001884516" company_name: "Drilling Tools International Corp" filed_at: "2023-06-27T23:59:59+00:00" generated_at: "2026-06-13T16:34:35.156752+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # ROC Energy completes de-SPAC merger with Drilling Tools; $217.6M redeemed, trading as DTI ## Summary - Business combination closed June 20, 2023; ROC renamed to Drilling Tools International Corporation (DTIC). - 20.5M shares redeemed at $10.53 each ($217.6M total); remaining trust $1.67M released to DTIC. - PIPE financing: $25.86M from ROC Holdings (2.56M shares at $10.10) plus $4.14M note conversion. - Post-merger 29.77M DTIC shares outstanding; Nasdaq trading under symbol DTI began June 21. - Entered $60M revolving credit facility with PNC; used proceeds to repay existing revolver. ## SEC filing metadata - accession: 0001193125-23-175331 - form_type: 8-K - ticker: DTI - cik: 0001884516 - company_name: Drilling Tools International Corp - filed_at: 2023-06-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.06, 3.02, 4.01, 9.01, 2.03, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/d498600d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-175331 - JSON: https://secwatch.observer/filing/0001193125-23-175331.json - Plain text: https://secwatch.observer/filing/0001193125-23-175331.txt ## Key facts - Debt Financings Drilling Tools International Corp amended credit facility of $60.0 million with PNC Bank, National Association at the sum of the applicable margin, plus a base rate calculated by reference to th. - Instrument: credit facility - Principal: $60.0 million - Counterparty: PNC Bank, National Association - Rate: the sum of the applicable margin, plus a base rate calculated by reference to th - Event: amendment source text: National Association, as lender and agent. The Amended and Restated Credit Facility Agreement provides for a revolving credit facility with a maximum revolving advance amount of $60.0 million. The proceeds under the Amended and Restated Credit Facility Agreement may be used to (i) pay fees and expenses related to the Amended and Restated Credit Facility Agreement and evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Lee Canaan resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Daniel J. Kimes resigned as Chief Executive Officer at Drilling Tools International Corp. - Action: resigned - Role: Chief Executive Officer source text: Daniel J. Kimes and Rosemarie Cicalese, the Chief Executive Officer and Chief Financial Officer, respectively, of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Brian Minnehan resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Daniel J. Kimes resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Joseph Drysdale resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Win Graham resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Joseph Colonnetta resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Thomas M. "Roe" Patterson was appointed as Director at Drilling Tools International Corp. - Action: appointed - Role: Director source text: To fill the subsequent vacancy, the Board immediately thereafter appointed Thomas M. “Roe” Patterson as a director. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Rosemarie Cicalese resigned as Chief Financial Officer at Drilling Tools International Corp. - Action: resigned - Role: Chief Financial Officer source text: Daniel J. Kimes and Rosemarie Cicalese, the Chief Executive Officer and Chief Financial Officer, respectively, of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Executive change Alberto Pontonio resigned as Director at Drilling Tools International Corp. - Action: resigned - Role: Director source text: Joseph Drysdale, Daniel J. Kimes, Brian Minnehan, Alberto Pontonio, Lee Canaan, Win Graham and Joseph Colonnetta, each a member of the board of directors of ROC, resigned. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Governance Changes Drilling Tools International Corp: Adopted Amended and Restated Bylaws, effective upon consummation of the Business Combination. - Change: bylaw amendment source text: the Board approved and adopted DTIC's Amended and Restated Bylaws, which became effective upon the consummation of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Governance Changes Drilling Tools International Corp: ROC ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, ROC ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Governance Changes Drilling Tools International Corp: Adopted Second Amended and Restated Certificate of Incorporation, effective upon filing with the Secretary of State of Delaware on the Closing Date. - Change: charter amendment source text: DTIC's Second Amended and Restated Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments included in the Charter Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - Governance Changes Drilling Tools International Corp: Adopted a new code of business conduct applicable to all employees, officers and directors. - Change: code of ethics source text: On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct applicable to all of DTIC's employees, officers and directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - M&A Transactions Drilling Tools International Corp underwent a change of control involving Drilling Tools International Holdings, Inc. (closed 2023-06-20). - Action: change of control - Counterparty: Drilling Tools International Holdings, Inc. - Closing: 2023-06-20 source text: On June 20, 2023 (the “Closing Date”), Drilling Tools International Holdings, Inc., a Delaware corporation (“DTIH”), ROC Energy Acquisition Corp., a Delaware corporation (“ROC”), and ROC Merger Sub, Inc., a Delaware corporation and a directly, wholly owned subsidiary of ROC (“Merger Sub”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 13, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm - M&A Transactions Drilling Tools International Corp completed a disposition involving ROC Energy Acquisition Corp. (closed 2023-06-20). - Action: disposition - Counterparty: ROC Energy Acquisition Corp. - Closing: 2023-06-20 source text: Merger Sub merged with and into DTIH, with DTIH surviving the merger as a wholly owned subsidiary of ROC evidence_url: https://www.sec.gov/Archives/edgar/data/1884516/000119312523175331/0001193125-23-175331-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.