Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Reservoir Media, Inc. | tm2122538d3_ex99-1.htm |
| EX-3.2 - EXHIBIT 3.2 - Reservoir Media, Inc. | tm2122538d3_ex3-2.htm |
| EX-3.1 - EXHIBIT 3.1 - Reservoir Media, Inc. | tm2122538d3_ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2021
Reservoir Media, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39795 | 83-3584204 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
75 Varick Street 9th Floor New York, New York |
10013 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 675-0541
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value per share | RSVR | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | RSVRW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
On July 28, 2021, Reservoir Media, Inc. (formerly known as Roth CH Acquisition II Co.), a Delaware corporation (“RMI” or the “Company”), filed a Current Report on Form 8-K (the “Original Report”) to report the consummation of the Business Combination and related matters under Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.01, 5.02, 5.06 and 9.01 of the Current Report on Form 8-K. Due to the large number of events to be reported under the specified items of the Current Report on Form 8-K, this Current Report on Form 8-K/A is being filed to amend the Original Report to include additional matters related to the consummation of the Business Combination under Items 5.03 and 8.01 of the Current Report on Form 8-K.
Capitalized terms used herein but not defined herein have the meanings given to such terms in the Original Report.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of the Original Report on Form 8-K is incorporated herein by reference.
In addition, following the consummation of the Business Combination, the board of directors of RMI changed the Company’s fiscal year from December 31 to March 31.
| Item 8.01. | Other Events. |
On July 28, 2021, the parties issued a joint press release announcing the consummation of the Business Combination. A copy of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
1
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESERVOIR MEDIA, INC. | |||
| Date: | July 28, 2021 | By: | /s/ Golnar Khosrowshashi |
| Name: Golnar Khosrowshashi | |||
| Title: Chief Executive Officer | |||