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Item 5. Market for Registrant’s Common Equity

2022-06-21 compared with 2021-03-29 · 14 added, 221 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units, common stock and warrants trade

on The Nasdaq Capital Market, or Nasdaq, under the symbols “ROCCU,”

“ROCC”

and “ROCCW,”

respectively.

Holders of Record

As of March 29, 2021, there were

14,650,000 shares of common stock issued and outstanding held by 13 stockholders of record.

The number of record holders was

determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are

held in the names of various security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on

our common stock to date, and do not intend to pay cash dividends prior to the completion of an initial business combination.

payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to a business combination

will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors to

retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring

any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate

declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends

may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under

Equity Compensation Plans

Recent Sales of Unregistered Securities

There were no unregistered securities to

report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated

SELECTED FINANCIAL DATA

As a smaller reporting company, we are

not required to make disclosures under this Item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements

and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data”

of this Annual

Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of

many factors, including those set forth under “Special Note Regarding Forward-Looking Statements”

and elsewhere in

this Annual Report on Form 10-K.

are a blank check company formed under the laws of the State of Delaware on February 13, 2019 for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination

with one or more businesses.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and

the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.

Recent Developments

On February 15, 2021, the Company

entered into a mutually exclusive non-binding letter of intent (the “Letter of Intent”) with a target company (“Target

Company”) for a potential business combination which would qualify as our initial business combination.

Under the terms of the Letter of Intent,

the Company and Target Company intend to enter into a definitive agreement pursuant to which the Company and Target Company would

combine, with the former equity holders of both entities (following the completion of the business combination) holding equity in

the combined publicly listed company.

The completion of the business combination is subject to the completion of due diligence

to the Company’s satisfaction, the negotiation and execution of definitive documentation and satisfaction of the conditions

contained therein, including (i) completion of any required stock exchange and regulatory review and (ii) approval of

the transaction by the Company’s stockholders and the Target Company’s stockholders.

Accordingly, no assurances can

be made by the Company or Target Company that the parties will successfully negotiate and enter into a definitive agreement, or

that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.

If a definitive agreement is entered into

in connection with the proposed business combination, the Company will prepare a proxy statement/prospectus (the “Company

proxy statement/prospectus”) to be filed with the United States Securities and Exchange Commission (the “SEC”)

and mailed to its stockholders.

The Company urges its investors and other interested persons to read, when available, the Company

proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information

about the proposed business combination.

The Company and its directors, executive

officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of

proxies of the Company stockholders in connection with the proposed business combination.

Investors and security holders may obtain

more detailed information regarding the names, affiliations and interests of the Company’s directors and officers.

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders

in connection with the proposed business combination will be set forth in the Company proxy statement/prospectus for the proposed

business combination when available.

Information concerning the interests of the Company’s participants in the solicitation,

which may, in some cases, be different than those of the Company’s equity holders generally, will be set forth in the Company

proxy statement/prospectus relating to the proposed business combination when it becomes available.

Results of Operations

Our only activities from February 13,

2019 (inception) through December 31, 2020 were organizational activities, those necessary to consummate the Initial Public

Offering, described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating

revenues until after the completion of our Business Combination.

We generate non-operating income in the form of interest income

on marketable securities held in the Trust Account.

We are incurring expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2020,

we had net loss of $103,385, which consists of operating costs of $109,998, offset by interest earned on marketable securities

held in the Trust Account of $5,785 and an unrealized gain on marketable securities held in the Trust Account of $828.

For the period from February 13, 2019

(inception) through December 31, 2019, we had net loss of $1,225, which consists of formation and operating costs.

Liquidity and Capital Resources

On December 15, 2020, we consummated

the Initial Public Offering of 11,500,000 Units, inclusive of the underwriters’

election to fully exercise their option to

purchase an additional 1,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $115,000,000.

Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 275,000 Private Units to the Sponsor at a price of

$10.00 per Private Placement Unit generating gross proceeds of $2,750,000.

Following the Initial Public Offering,

the exercise of the over-allotment option in full and the sale of the Private Units, a total of $115,000,000 was placed in the

Trust Account.

We incurred $1,654,977 in transaction costs, including $1,150,000 of underwriting fees and $504,977 of other offering

For the year ended December 31, 2020,

cash used in operating activities was $423,456.

Net loss of $103,385 was offset by interest earned on marketable securities held

in the Trust Account of $5,785 and an unrealized gain on marketable securities held in the Trust Account of $828.

Changes in operating

assets and liabilities used $313,458 of cash for operating activities.

As of December 31, 2020, we had marketable

securities held in the Trust Account of $115,006,613 (including approximately $6,600 of interest income) consisting of securities

held in a money market fund that invests in U.S Treasury securities with a maturity of 185 days or less.

Interest income on the

balance in the Trust Account may be used by us to pay taxes.

Through December 31, 2020, we did not withdraw any interest earned

on the Trust Account to pay our taxes.

We intend to use substantially all of the funds held in the Trust Account, to acquire

a target business and to pay our expenses relating thereto, including a fee payable to Imperial Capital, upon consummation of our

initial Business Combination for assisting us in connection with our initial Business Combination.

To the extent that our capital

stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account

will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a

variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and for marketing,

research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’

fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust

Account were insufficient to cover such expenses.

As of December 31, 2020, we had cash

We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates,

performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations

of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting

the target business to acquire and structuring, negotiating and consummating the Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Insiders, or certain of our officers and directors

or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination,

we would repay such loaned amounts.

In the event that our initial Business Combination does not close, we may use a portion of

the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be

used for such repayment.

We do not believe we will need to raise

additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities laws, we

would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete

our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or

purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities, other than as described below.

We entered into a business combination

marketing agreement with the representatives of the underwriters as advisors in connection with a Business Combination.

pay the representatives of the underwriters a marketing fee for such services upon the consummation of a Business Combination in

an amount equal to, in the aggregate, 4.5% of the gross proceeds of the Initial Public Offering, including any proceeds from the

full or partial exercise of the underwriters’

over-allotment option.

As a result, the representatives of the underwriters

will not be entitled to such fee unless we consummate our initial business combination.

Critical Accounting Policies

The preparation of financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject

to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Common stock subject to mandatory redemption is classified as a liability instrument and measured

at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified

as temporary equity.

At all other times, common stock is classified as stockholders’

Our common stock features certain

redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’

equity section of our balance sheets.

Net Income (Loss) Per Common Share

We apply the two-class method in calculating

earnings per share.

Net income (loss) per common share, basic and diluted for common stock subject to possible redemption is calculated

by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of

shares of common stock subject to possible redemption outstanding for the period.

Net income (loss) per common share, basic and

diluted for and non-redeemable common stock is calculated by dividing net income (loss) less income attributable to common stock

subject to possible redemption, by the weighted average number of shares of non-redeemable common stock outstanding for the period

Recent Accounting Standards

Management does not believe that any other

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market and Stockholders

Our Common Stock is traded on The Nasdaq Stock Market LLC (the “ Nasdaq ”) under the symbol “RSVR” since July 29, 2021.

Our Warrants to purchase one share of Common Stock, each at an exercise price of $11.50 per share trades on the Nasdaq under the symbol “RSVRW” as of the same date.

Prior to that date, and before the completion of the Business Combination with ROCC, the units, common stock and warrants of ROCC traded on the Nasdaq under the ticker symbols “ROCCU” “ROCC” and “ROCCW,” respectively.

On June 13, 2022, there were 18 registered holders of record of our Common Stock and Warrants.

This does not include the number of stockholders who hold our Common Stock and Warrants through banks, brokers, and other financial institutions.

Dividend Policy

Our ability to pay dividends is restricted by the Senior Credit Facility.

We have not paid any dividends to date and have no plans to do so in the immediate future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board may deem relevant.

Recent Sales of Unregistered Equity Securities

There have been no other unregistered sales of equity securities during the year ended March 31, 2022, which have not been previously disclosed on a Current Report on Form 8-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity