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Item 9A. Controls and Procedures

2022-06-21 compared with 2021-03-29 · 132 added, 1337 removed, 16 unchanged (99% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions

regarding required disclosure.

Our management evaluated, with the participation of our current chief executive officer and chief

financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31,

2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded

that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and

the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Management’s Report on Internal

Controls Over Financial Reporting

This Annual Report on Form 10-K does

not include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly

public companies.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls Over Financial Reporting

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2022, as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Annual Report, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting identified while preparing our consolidated financial statements as of March 31, 2022, and 2021.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Our identified material weaknesses in internal control over financial reporting relate to (i) an ineffective control environment due to improper segregation of duties and a lack of qualified personnel to address certain complex accounting transactions, and (ii) an ineffective risk assessment process resulting in improper design of control activities to address certain risks of material misstatement.

These material weaknesses resulted in immaterial misstatements in our previously reported consolidated financial statements for the fiscal years ended March 31, 2020, and 2021, and unaudited interim condensed consolidated financial information for each of the quarterly and fiscal year-to-date periods ended December 31, 2020, and 2021, related to the accounting for the acquisition of certain music catalogs, which were corrected prior to issuance of our consolidated financial statements for the fiscal year ended March 31, 2022.

Notwithstanding these material weaknesses, management has concluded that the consolidated financial statements included in this Annual Report are fairly stated in all material respects in accordance with US GAAP.

We continue to take steps to remediate the material weaknesses described above by hiring additional qualified accounting personnel and further evolving our accounting processes.

We will not be able to fully remediate these material weaknesses until these steps have been completed and we have been operating effectively for a sufficient period of time.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Under the rules and regulations of the SEC, we are not required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we file our Annual Report for the fiscal year ending March 31, 2023.

Additionally, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Other Information

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Our current directors and executive officers are as follows:

Chief Executive Officer and Chairman of the Board

Chief Financial Officer

Rick Hartfiel

Chief Operating Officer and Director

Aaron Gurewitz

Molly Montgomery

Independent Director

Adam Rothstein

Independent Director

Roth , 58, has served as our Chief Executive Officer and Chairman of the Board since the Company’s inception in

February 2019.

Roth has been the Chairman and Chief Executive Officer of Roth since 1998.

Under his management the

firm has helped raise over $50 billion for small-cap companies, as well as advising on many merger and acquisition transactions.

Roth is a co-founder and General Partner of three private investment firms;

Rx3, LLC, a $50 million influencer fund focused

on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an

in-house incubator focused on funding the development of novel medical innovations.

He also co-founded two long only asset management

Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ:

SAMG), and EAM Investors,

LLC, with assets under management of approximately $1.5 billion.

Roth is the Chief Executive Officer and Chairman of the

Board of Roth CH Acquisition I Co.

ROCH) and the Co-Chief Executive Officer and Chairman of the Board of Roth CH Acquisition

ROCR), each of which is a special purpose acquisition company.

Roth CH Acquisition I Co.

has entered into an agreement

and plan of merger with PureCycle Technologies LLC pursuant to which Roth CH Acquisition I Co.

will acquire PureCycle Technologies

Roth CH Acquisition III Co.

is still searching for a target business with which to consummate an initial business combination.

Roth is a member of the Advisory Council, Executive Committee, and serves as the Chairman on the Nominating Committee

for the Cornell SC Johnson College of Business.

He is a founding member of the University of San Diego Executive Cabinet for the

Athletic Department, and former member of the Board of Trustees where he served on the Investment Committee for the university’s

endowment and athletic department for nine years.

Roth also sits on the Executive Board of SMU’s Cox School of Business.

Roth serves as a National Trustee for the Boys and Girls Club of America, and served as the Co-Chair for the 2019 Boys

and Girls Club Pacific Youth of the Year Competition.

He also sits on the Board of Directors for the Lott IMPACT Foundation, whose

Lott IMPACT Trophy is presented annually to the college football defensive IMPACT player of the year for their contribution on

and off the field.

Roth was the honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart

and Hope Gala and the 2018 Athletes First Classic Golden Heart Award benefitting the Orangewood Foundation.

his B.B.A, from the University of San Diego in 1985 and his MBA from the Cornell SC Johnson College of Business in 1987.

Roth is the brother of Mr.

We believe Mr.

Roth is well-qualified to serve as a director due to his business

experience and contacts and relationships.

Roth , 66, has served as our Chief Financial Officer since the Company’s inception in February 2019.

has been the Chief Financial Officer and Chief Operating Officer of Roth since 2000.

From 1990 to 2000, Mr.

Roth was the Chairman

and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa.

Prior to that Mr.

spent thirteen years with Deloitte & Touche, most recently serving as a Tax Partner and the Partner-in-Charge of the Des

Moines office Tax Department.

Roth is a CPA and a member of the American Institute of CPA’s.

Chief Financial Officer of each of Roth CH Acquisition I Co.

ROCH) and Roth CH Acquisition III Co.

of which is a special purpose acquisition company.

Roth used to serve on the Board of Trustees of JSerra Catholic High

School, and was the Chair of the Budget & Finance Committee.

Roth has served on several other non-profit boards

in the past including Boys & Girls Club, Special Olympics, Camp Fire and St Anne School.

Roth was also a founding

partner of the Iowa Barnstormers of the Arena Football League.

Roth earned his B.A.

from William Penn University in 1976,

where he also served as a member of their Board of Trustees and was inducted into their Athletic Hall of Fame.

earned a Master of Science in Accounting from Drake University in 1977.

Gordon Roth is the brother of Mr.

Hartfiel , 57, has served as our Co-President since August 2020.

Hartfiel is a Managing Partner and has

been the Head of Investment Banking at Craig-Hallum Capital Group LLC (“Craig-Hallum”) since 2005.

brings over 30 years of investment banking experience focused on emerging growth companies.

Since joining Craig-Hallum in 2005,

Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and

M&A transactions.

Prior to joining Craig-Hallum, Mr.

Hartfiel has been an investment banker at Dain, Rauscher, Wessels

and Credit Suisse First Boston.

Hartfiel is the Co-President of each of Roth CH Acquisition I Co.

ROCH) and Roth

CH Acquisition III Co.

ROCR), each of which is a special purpose acquisition company.

Hartfiel has a B.A.

Amherst College, and an MBA from Harvard Business School.

Lipman , 44, has served as our Chief Operating Officer and as a member of our board of directors since August 2020.

Lipman is a Partner and Managing Director of Investment Banking at Craig-Hallum.

Lipman joined Craig-Hallum in

2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial, and technology

Lipman has completed over 125 equity, convertible, and debt offerings and advisory assignments for growth companies

including over 75 since joining Craig-Hallum.

Prior to joining Craig-Hallum, Mr.

Lipman was a Managing Director at

Rodman & Renshaw LLC from 2011 to 2012, a Managing Director at Hudson Securities, Inc.

from 2010 to 2011, and Carter

Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies, from

2005 to 2009.

Lipman is the Chief Operating Officer and a director of Roth CH Acquisition I Co.

ROCH) and the

Co-Chief Executive Officer and a director of Roth CH Acquisition III Co.

ROCR), each of which is a special purpose acquisition

Lipman earned his B.A.

in Economics in 1999 from Rollins College in Winter Park, FL.

We believe Mr.

is well-qualified to serve as a director due to his business experience and contacts and relationships.

Gurewitz , 52, has served as our Co-President since August 2020.

Gurewitz has been a Managing Director

and the Head of Roth’s Equity Capital Markets Department since January 2001.

Gurewitz brings over 25 years

of investment banking experience focused on growth companies.

Since joining Roth in 1999, Mr.

Gurewitz has managed over 1,000

public offerings including, but not limited to, IPOs and follow-on offerings.

Prior to joining Roth in 1999, Mr.

was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999.

From 1995 to April 1998, Mr.

Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999

Gurewitz served as a Managing Director in Roth’s Investment Banking Department.

Gurewitz is the

Co-President of each of Roth CH Acquisition I Co.

ROCH) and Roth CH Acquisition III Co.

ROCR), each of which

is a special purpose acquisition company.

Gurewitz graduated cum laude from San Diego State University with a B.S.

Montgomery , 54, has served as a member of our board of directors since December 2020.

Montgomery has served

as a member of each of the board of directors of Roth CH Acquisition I Co.

ROCH) since February 2020 and of Roth

CH Acquisition III Co.

ROCR) since March 2021), each of which is a special purpose acquisition company.

Since January of

Montgomery has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business

based in San Francisco.

With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer

of agricultural products, animal nutrients and specialty ingredients and chemicals.

Since October 2020, Ms.

has served as Board Director of The Wine Group.

The Wine Group is a privately-held, management-owned company that is the second

largest wine producer in the US and third largest in the world.

Montgomery also serves as a strategic advisor to early

stage companies Trace Genomics and Planted Places.

From 2009 to 2019, Ms.

Montgomery served as an Executive of Landec Corporation,

a publicly-traded company in the health & wellness space with revenues of approximately $550M, and served as Chief Executive

Officer, President & Director of Landec Corporation from 2015 to 2019.

Montgomery has also served on the Board

of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic greenhouse growers in North America,

from 2018 to 2019 and as a Board Director for Flower One, the largest greenhouse grower and producer of cannabis in the State of

Nevada from 2020 to 2021.

Prior to Landec, from 2006 to 2009, Ms.

Montgomery served as VP of Global Marketing and Business

Development at Ashland Chemical.

Montgomery has also been an executive in two software companies and held additional positions

in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies.

Montgomery holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business

We believe Ms.

Montgomery is well-qualified to serve as a director due to her experience as CEO and Director of a

publicly traded company and the depth and breadth of Ms.

Montgomery’s operating and transactional experience in a wide

variety of industries with both private and public companies at different stages of maturity.

Friedberg , 59, has served as a member of our board of directors since December 2020.

Friedberg has

served as a member of each of the board of directors of Roth CH Acquisition I Co.

ROCH) since February 2020 and of

Roth CH Acquisition III Co.

ROCR) since March 2021), each of which is a special purpose acquisition company.

has served as Chairman of the Board of Quest Resource Holding Corp.

QRHC) since April 2019.

Friedberg has

served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding

Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private

equity investment firm, from its founding in January 2005 until May 2016.

In addition, from January 2005 to May 2016,

Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company.

Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and

then again as a Partner from 1997 to 2005.

Friedberg started with Bain & Company in the London office in 1987,

was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private

equity businesses.

From 1991 to 1997, Mr.

Friedberg worked as Vice President of Strategy and Development for a U.S.-based

global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm.

Friedberg currently

serves on the Board at Buttonwood Networks and USA Field Hockey.

Friedberg serves on the Board of Directors of Point Pickup

Technologies and Triphammer Ventures LLC and has previously served on the Board of Directors at GP Strategies Corp.

(GPX), InnerWorkings, Inc.

(INWK), Performance Sports Group Ltd.

(PSG) and X-Rite, Inc.

Friedberg has a Master’s in Business Administration

degree from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from

the University of Manchester Institute of Science & Technology.

We believe that Mr.

Friedberg’s experience

as the Chief Executive Officer of two investment firms, his experience as an executive with a leading global management consulting

firm, his extensive experience in investing in private and public companies, and his service on multiple boards of directors provide

him with knowledge and experience with respect to organizational, financial, operational, M&A, and strategic planning matters

and provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board

of Directors.

Rothstein , 49, has served as a member of our board of directors since December 2020.

Rothstein has served

as a member of each of the board of directors of Roth CH Acquisition I Co.

ROCH) since February 2020 and of Roth

CH Acquisition III Co.

ROCR) since March 2021), each of which is a special purpose acquisition company.

is a Co-Founder and General Partner of Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund,

and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013

and 2014, respectively.

Since September 2020, Mr.

Rothstein has also been the Executive Chairman of 890 5th Avenue Partners, Inc.,

a special purpose acquisition company focused on the media and entertainment sectors, which completed its public offering in January 2021.

Since 2014, Mr.

Rothstein has been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment

Previously, from July 2019 until January 2021, Mr.

Rothstein was a director of Subversive Capital Acquisition

SVC.A.U) (OTCQX:

SBVCF), a special purpose acquisition company that partnered with Shawn “JAY-Z”

and Roc Nation in January 2021 to acquire CMG Partners Inc.

and Left Coast Ventures, Inc., and which now trades as TPCO

Holding Corp.

GRAM.U) (OTCQX:

Rothstein has over 20 years of investment experience, and currently sits on

the boards of directors of several early- and mid-stage technology and media companies both in the US and in Israel and is on the

Advisory Board for the Leeds School of Business at the University of Colorado, Boulder.

Rothstein graduated summa cum

laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has a Master

of Philosophy (MPhil) in Finance from the University of Cambridge.

We believe Mr.

Rothstein is well-qualified to serve as

a director due to his two decades of investment experience in the public and private markets both domestically and internationally.

Officer and Director Qualifications

Our officers and board of directors are

composed of a diverse group of leaders with a wide array of professional roles.

In these roles, they have gained experience in

core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership

Many of our officers and directors also have experience serving on boards of directors and board committees of other

companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different

business processes, challenges, and strategies.

Further, our officers and directors also have other experience that makes them

valuable, managing and investing assets or facilitating the consummation of business combinations.

We, along with our officers and directors,

believe that the above-mentioned attributes, along with the leadership skills and other experiences of our officers and board members

described below, provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating

an acquisition transaction.

Board Committees

The Board has a standing audit, corporate

governance and nominating, and compensation committee.

The independent directors oversee director nominations.

Each committee has

a charter, in the form previously filed with the SEC as exhibits to the Company’s Registration Statement on Form S-1,

as amended, adopted in connection with the consummation of the IPO.

Audit Committee

The Audit Committee, which is established

in accordance with Section 3(a)(58)(A) of the Exchange Act, engages the Company’s independent accountants, reviewing

their independence and performance;

reviews the Company’s accounting and financial reporting processes and the integrity

of its financial statements;

the audits of the Company’s financial statements and the appointment, compensation, qualifications,

independence and performance of the Company’s independent auditors;

the Company’s compliance with legal and regulatory

requirements;

and the performance of the Company’s internal audit function and internal control over financial reporting.

The Audit Committee held no formal meetings during 2020 as the Company does not have any underlying business or employees, relying

on monthly reports and written approvals as required.

members of the Audit Committee are Molly Montgomery, Daniel M.

Friedberg, and Adam Rothstein, each of whom is an independent

director under Nasdaq’s listing standards.

Friedberg is the Chairperson of the Audit Committee.

The Board has determined

that Daniel M.

Friedberg qualifies as an “audit committee financial expert,”

as defined under the rules and regulations

of Nasdaq and the SEC.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating

Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board.

Specifically, the Corporate

Governance and Nominating Committee makes recommendations to the Board regarding the size and composition of the Board, establishes

procedures for the director nomination process and screens and recommends candidates for election to the Board.

On an annual basis,

the Corporate Governance and Nominating Committee recommends for approval by the Board certain desired qualifications and characteristics

for board membership.

Additionally, the Corporate Governance and Nominating Committee establishes and administers a periodic assessment

procedure relating to the performance of the Board as a whole and its individual members.

The Corporate Governance and Nominating

Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and

professionalism in evaluating a person’s candidacy for membership on the Board.

The Corporate Governance and Nominating Committee

may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from

time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board

The Corporate Governance and Nominating Committee does not distinguish among nominees recommended by stockholders and

other persons.

The Corporate Governance and Nominating Committee did not hold any meetings during 2020.

members of the Corporate Governance and Nominating Committee are Molly Montgomery, Daniel M.

Friedberg, and Adam Rothstein,

each of whom is an independent director under Nasdaq’s listing standards.

Adam Rothstein is the Chairperson of the Corporate

Governance and Nominating Committee.

Compensation Committee

The Compensation Committee reviews annually

the Company’s corporate goals and objectives relevant to the officers’

compensation, evaluates the officers’

performance in light of such goals and objectives, determines and approves the officers’

compensation level based on this

makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed

employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the

Company’s incentive-compensation plans and equity-based plans.

The Compensation Committee has the authority to delegate any

of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

The chief executive officer of the

Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation.

The Company’s

executive officers do not play a role in suggesting their own salaries.

Neither the Company nor the Compensation Committee has

engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation.

The Compensation Committee did not meet during 2020.

Notwithstanding the foregoing, as indicated

above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders,

including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate,

the consummation of a business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination,

the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered

into in connection with such initial business combination.

members of the Compensation Committee are Molly Montgomery, Daniel M.

Friedberg and Adam Rothstein, each of whom is an independent

director under Nasdaq’s listing standards.

Molly Montgomery is the Chairperson of the Compensation Committee.

The information required by this item will be included in our definitive Proxy Statement pertaining to our 2022 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2022 fiscal year, and is herein incorporated by reference.

Code of Ethics

We adopted a code of conduct and ethics

applicable to our directors, officers and employees in accordance with applicable federal securities laws.

The code of ethics codifies

the business and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially

own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports

of changes in ownership of our shares of common stock and other equity securities.

These executive officers, directors, and greater

than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed

by such reporting persons.

Based solely on our review of such forms

furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable

to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

We have adopted a Code of Ethics, which is applicable to all directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.

Our Code of Ethics is posted on our Investor Relations website at https://investors.reservoir-media.com/ on the Corporate Governance page of the website.

To the extent required by SEC rules, we intend to disclose any amendments to our Code of Ethics, and any waiver of a provision of the Code of Ethics with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website referred to above following any such amendment or waiver.

Executive Compensation

Employment Agreements

We have not entered into any employment

agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash

compensation for services rendered to us.

No compensation of any kind, including finders, consulting or other similar fees, will

be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any

services they render in order to effectuate, the consummation of a business combination.

However, such individuals will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

There is no limit on the amount of these out-of-pocket expenses

and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and Audit Committee,

which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

The following table sets forth, as of March 29 , 2021, certain information regarding beneficial ownership of the Company’s common stock by each person who is known

by the Company to beneficially own more than 5% of the Company’s common stock.

The table also identifies the stock ownership

of each of the Company’s directors and officers, and all directors and officers as a group.

Except as otherwise indicated,

the stockholders listed in the table have sole voting and investment powers with respect to the shares indicated.

Shares of common stock which an individual

or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar

convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of

such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any

other person shown in the table.

Name and Address of

Beneficial Owner(1)

Amount and Nature of

Approximate Percentage of Outstanding Common Stock

Byron Roth(3)

Aaron Gurewitz(4)

Gordon Roth(3)

Rick Hartfiel

Molly Montgomery

Adam Rothstein

All officers and directors as a group (8 individuals)(3)

CR Financial Holdings, Inc.

Polar Asset Management Partners Inc.

Castle Creek Arbitrage, LLC (8)

* Less than 1%.

(1) Unless otherwise indicated, the business address of

each of the stockholders is c/o Roth CH Acquisition II Co., 888 San Clemente Drive, Newport Beach, CA 92660.

(2) Excludes shares issuable pursuant to warrants issued

in connection with the IPO, as such warrants are not exercisable until 30 days after the consummation of the Company’s initial

business combination.

(3) Includes shares owned by CR Financial Holdings, Inc.,

over which Byron Roth and Gordon Roth have voting and dispositive power.

(4) Consists of shares owned by the AMG Trust Established

January 23, 2007, for which Aaron Gurewitz is trustee.

(5) Consists of shares owned by Hampstead Park Capital

Management LLC, of which Mr.

Friedberg is the managing member.

(6) Byron Roth and Gordon Roth have voting and dispositive

power over the shares owned by CR Financial Holdings, Inc.

(7) The information reported is based on a Schedule 13G

filed on February 10, 2021.

According to the Schedule 13G, as of December 31, 2020, Polar Asset Management Partners Inc.

(“Polar”), which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company

and certain managed accounts, has sole voting and dispositive power with respect to 750,000 shares of our common stock.

for Polar is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

(8) The information reported is based on a Schedule 13G

filed on February 16, 2021.

According to the Schedule 13G, as of December 31, 2020, Castle Creek Arbitrage, LLC (“Castle

Creek”) and Mr.

Allan Weine may be deemed to beneficially own the shares of our common stock directly owned by CC ARB

West, LLC (“CC Arb”) and CC Arbitrage, Ltd.

(“CC Arbitrage”).

Each of Castle Creek and Mr.

has shared voting and dispositive power with respect to 849,501 shares of our common stock.

CC Arb has shared voting and dispositive

power with respect to 715,280 shares of our common stock.

CC Arbitrage has shared voting and dispositive power with respect to

134,221 shares of our common stock.

The address for each of Castle Creek, Mr.

Weiner, CC Arb and CC Arbitrage is 190 South

LaSalle Street, Suite 3050, Chicago, Illinois 60603.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On August 23, 2020, we issued an unsecured

promissory note to CR Financial Holdings, Inc., an entity affiliated with Roth Capital Partners, LLC, pursuant to which the

Company borrowed an aggregate principal amount of $200,000 as of September 30, 2020.

The promissory note was repaid at the

closing of the IPO on December 15, 2020.

In addition, at the closing of the IPO,

the Company’s stockholders prior to the IPO purchased from the Company an aggregate of 275,000 Private Units at $10.00 per

Private Unit (for a total purchase price of $2,750,000).

As of December 31, 2020, the Company had no loans outstanding, including

any loans from its directors or officers.

Byron Roth, Gordon Roth and Aaron Gurewitz

are affiliated with Roth, and John Lipman and Rick Hartfiel are affiliated with Craig-Hallum, in addition to being officers or

directors (or both, in the case of Byron Roth and John Lipman), as applicable, of the Company.

While no direct compensation arrangements

regarding such individuals have been entered into regarding such fees, these executives may benefit indirectly from any such amounts

payable to their respective organizations in respect of marketing fees, costs and expenses incurred by Roth and Craig-Hallum in

connection with the identification, review and negotiation and approval of the initial business combination.

Related Party Policy

Our Code of Ethics requires us to avoid,

wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under

guidelines approved by the board of directors (or the Audit Committee).

Related-party transactions are defined as transactions

in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or

any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director,

(b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred

to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being

a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes

actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest

may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and

executive officers to annually complete a directors’

and officers’

questionnaire that elicits information about related

party transactions.

Our Audit Committee, pursuant to its written

charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms

believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require

prior approval by our Audit Committee and a majority of our disinterested independent directors, or the members of our board of

directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent

legal counsel.

We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested independent

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with

respect to such a transaction from unaffiliated third parties.

Additionally, we require each of our directors and executive officers

to complete a directors’

and officers’

questionnaire that elicits information about related party transactions.

These procedures are intended to determine

whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part

of a director, employee or officer.

To further minimize potential conflicts

of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial

stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our

stockholders from a financial point of view.

Furthermore, in no event will any of our existing officers, directors or initial stockholders,

or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or

for any services they render in order to effectuate, the consummation of a business combination.

Director Independence

Nasdaq listing standards require that a

majority of our board of directors be independent.

For a description of the director independence, see above Part III, Item

10 - Directors, Executive Officers and Corporate Governance.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Public Accounting Fees

Set forth below are approximate fees for services rendered by Marcum

LLP, our independent registered public accounting firm, for the fiscal years ended December 31, 2020 and 2019.

Audit-Related Fees

All Other Fees

The “Audit Fees”

are the aggregate fees of Marcum attributable to professional services rendered in 2020 for the audit of our annual financial statements,

for review of financial statements included in our quarterly reports on Form 10-Q or for services that are normally provided by Marcum

in connection with statutory and regulatory filings or engagements for that fiscal year.

These fees include fees billed for professional

services rendered by Marcum for the review of registration statements or services that are normally provided in connection with statutory

and regulatory filings or engagements for those fiscal years.

Marcum’s engagement commenced August 2020, accordingly no such professional

services were rendered in 2019.

Audit-Related Fees.

The “Audit-Related Fees”

are the aggregate

fees of Marcum attributable to professional services in 2020 in connection with our IPO.

Marcum did not perform any audit-related services

Marcum did not perform any tax advice or planning services

in 2020 or 2019.

All Other Fees.

Marcum did not perform any services for us or charge

any fees other than the services described above in 2020 and 2019.

Pre-approval Policies and Procedures

The Audit Committee is required to review and approve in advance the

retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees for such

The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals for the performance of

non-audit services, and any such Audit Committee member who pre-approves a non-audit service must report the pre-approval to the full

Audit Committee at its next scheduled meeting.

The Audit Committee is required to periodically notify the Board of their approvals.

required pre-approval policies and procedures were complied with during 2020.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The following are filed with this report:

The financial statements listed on the Index to Financial Statements

Not applicable

following exhibits are filed with this report.

Exhibits which are incorporated herein by reference can be obtained from the SEC’s

website at http://www.sec.gov .

Underwriting Agreement, dated December 10, 2020, by and between the Company, Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

By-laws(incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Warrant Agreement, dated December 10, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, Director Independence

Principal Accounting Fees and Services

Exhibits and Financial Statement Schedules

(a) The following documents are filed as a part of this Annual Report:

1) Financial Statements.

Our financial statements are included in Part II, Item 8 of this Annual Report.

2) Financial Statements Schedules.

All schedules are omitted either because they are not applicable, not required, or the information required to be set forth therein is included under Part II, Item 8 of this Annual Report.

The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report.

EXHIBIT INDEX

Exhibit Description

Agreement and Plan of Merger, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Roth CH II Merger Sub Corp.

and Reservoir Holdings, Inc.

(incorporated by reference to Exhibit 2.1 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2021).

Second Amended and Restated Certificate of Incorporation of Reservoir Media, Inc.

(incorporated by reference to Exhibit 3.1 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2021).

Amended and Restated Bylaws of Reservoir Media, Inc.

(incorporated by reference to Exhibit 3.2 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2021).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Amendment No.

1 to Roth CH Acquisition II Co.’s Registration Statement on Form S-1 filed with the SEC on December 7, 2020).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Amendment No.

1 to Roth CH Acquisition II Co.’s Registration Statement on Form S-1 filed with the SEC on December 7, 2020).

Warrant Agreement, dated as of December 10, 2020, by and between Continental Stock Transfer & Trust Company and Roth CH Acquisition II Co.

(incorporated by reference to Exhibit 4.1 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

Stockholders Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Reservoir Holdings, Inc.

and CHLM Sponsor-1 LLC (incorporated by reference to Exhibit 10.5 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

Lockup Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co.

and Reservoir Holdings, Inc.’s executive officers and securityholders (incorporated by reference to Exhibit 10.2 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

Description of Securities

Letter Agreements, dated December 10, 2020, by and between the Company and the Company’s officers, directors and initial stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Investment Management Trust Agreement, dated December 10, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Stock Escrow Agreement, dated December 10, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Registration Rights Agreement, dated December 10, 2020, by and between the Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Indemnity Agreements, dated December 10, 2020, by and between the Company and the directors and officers of the Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Subscription Agreement, dated December 10, 2020, by and between the Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Business Combination Marketing Agreement, dated December 10, 2020, by and between the Company, Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2020)

Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Letter Agreements, dated December 10, 2020, by and among Roth CH Acquisition II Co., Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC and Roth CH Acquisition II Co.’s executive officers, directors and securityholders (incorporated by reference to Exhibit 10.1 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

Exhibit Description

Stock Escrow Agreement, dated as of December 10, 2020, by and among Roth CH Acquisition II Co., Continental Stock Transfer & Trust Company, as escrow agent, and the initial securityholders of Roth CH Acquisition II Co.

(incorporated by reference to Exhibit 10.3 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on December 16, 2020).

Amended and Restated Registration Rights Agreement, dated as of April 14, 2021, by and among Roth CH Acquisition II Co., Roth CH Acquisition II Co.’s executive officers, directors and securityholders and Reservoir Holdings, Inc.’s securityholders (incorporated by reference to Exhibit 10.6 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

Form of Subscription Agreement, dated as of April 14, 2021, entered into by Roth CH Acquisition II Co.

in connection with the PIPE Investment (incorporated by reference to Exhibit 10.3 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

Form of Registration Rights Agreement, dated as of April 14, 2021, entered into by Roth CH Acquisition II Co.

in connection with the PIPE Investment (incorporated by reference to Exhibit 10.4 to Roth CH Acquisition II Co.’s Current Report on Form 8-K filed with the SEC on April 15, 2021).

Fourth Amended and Restated Credit Agreement, dated as of July 28, 2021, by and among Reservoir Media Management, Inc., Reservoir Media, Inc., the lenders party thereto from time to time and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.6 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2021).

First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 7, 2021, by and among Reservoir Media Management, Inc., Reservoir Media, Inc., the other loan parties party thereto from time to time, the lenders party thereto from time to time and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.6 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on December 7, 2021).

Reservoir Media, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Reservoir Media, Inc.’s Registration Statement on Form S-8 filed with the SEC on October 14, 2021).

Form of Indemnification Agreement.

Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Reservoir Media, Inc.’s Registration Statement on Form S-8 filed with the SEC on October 14, 2021).

Form of Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to Reservoir Media, Inc.’s Registration Statement on Form S-8 filed with the SEC on October 14, 2021).

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to Reservoir Media, Inc.’s Registration Statement on Form S-8 filed with the SEC on October 14, 2021).

Form of Stock Award Agreement (incorporated by reference to Exhibit 10.5 to Reservoir Media, Inc.’s Registration Statement on Form S-8 filed with the SEC on October 14, 2021).

Letter of Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc.

and Golnar Khosrowshahi (incorporated by reference to Exhibit 10.13 to Roth CH Acquisition II Co.’s Registration Statement on Form S-1 filed with the SEC on July 1, 2021).

Amended and Restated Letter of Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc.

and Rell Lafargue (incorporated by reference to Exhibit 10.14 to Roth CH Acquisition II Co.’s Registration Statement on Form S-1 filed with the SEC on July 1, 2021).

Exhibit Description

Amended Letter of Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc.

and Jim Heindlmeyer (incorporated by reference to Exhibit 10.15 to Roth CH Acquisition II Co.’s Registration Statement on Form S-1 filed with the SEC on July 1, 2021).

Subsidiaries of Reservoir Media, Inc.

(incorporated by reference to Exhibit 21.1 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2021).

Consent of Deloitte & Touche LLP, independent registered public accounting firm.

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Form of Corporate Governance and Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 7, 2020)

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Filed herewith.

Furnished herewith.

This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.

Section 1350, and is not being

filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into

any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such

Portions of this exhibit have been omitted pursuant to Item 601(a)(v) of Regulation S-K.

Indicates a management contract or compensatory plan or agreement.

Form 10-K Summary

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

ROTH CH ACQUISITION II CO.

/s/ Byron Roth

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Pursuant to the requirements of the Securities

Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Byron Roth

Chairman and Chief Executive Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 21, 2022

RESERVOIR MEDIA, INC.

/s/ Golnar Khosrowshahi

Golnar Khosrowshahi

Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Golnar Khosrowshahi

Chief Executive Officer and Director

June 21, 2022

Golnar Khosrowshahi

(Principal Executive Officer)

/s/ Gordon Roth

/s/ Jim Heindlmeyer

Chief Financial Officer

(Principal Accounting and Financial Officer)

/s/ Rick Hartfiel

Rick Hartfiel

/s/ John Lipman

Chief Operating Officer and Director

/s/ Aaron Gurewitz

Aaron Gurewitz

/s/ Molly Montgomery

Independent Director

March 29, 2021

Molly Montgomery

/s/ Daniel M.

Independent Director

June 21, 2022

Jim Heindlmeyer

(Principal Financial and Accounting Officer)

/s/ Rell Lafargue

President, Chief Operating Officer and Director

June 21, 2022

Rell Lafargue

/s/ Stephen M.

June 21, 2022

/s/ Helima Croft

June 21, 2022

Chair of the Board of Directors

June 21, 2022

/s/ Neil de Gelder

June 21, 2022

Neil de Gelder

/s/ Jennifer G.

June 21, 2022

/s/ Adam Rothstein

Independent Director

June 21, 2022

Adam Rothstein

ROTH CH ACQUISITION II CO.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheet s

Statements of Operations

Statements of Changes in Stockholders’

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Shareholders and Board of Directors

Roth CH Acquisition II Co.

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of Roth CH Acquisition II Co.

(the “Company”) as of December 31, 2020 and 2019, the related statements of operations,

changes in stockholders’

equity and cash flows for each of the year ended December 31, 2020 and for the period from February

13, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the

period from February 13, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted

in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2020.

March 29, 2021

ROTH CH ACQUISITION II CO.

BALANCE SHEETS

Current assets

Prepaid expenses

Total Current Assets

Cash and marketable securities held in Trust Account

$ 116,099,067

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Accrued expenses

TOTAL LIABILITIES

Commitments and

Contingencies (see Note 6)

Common stock subject to possible redemption 11,101,541 shares at redemption value

Stockholders’

stock, $0.0001 par value;

50,000,000 shares authorized;

3,548,459 and 2,875,000 shares issued and outstanding (excluding 11,101,541 shares subject to possible redemption) at December 31, 2020 and 2019, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

$ 116,099,067

The accompanying notes are an integral

part of these financial statements.

ROTH CH ACQUISITION II CO.

STATEMENTS OF OPERATIONS

For the Period

Formation and operational costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

Basic and diluted net loss per share, Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

Basic and diluted net loss per share, Non-redeemable common stock

The accompanying notes are an integral

part of these financial statements.

ROTH CH ACQUISITION II CO.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

Additional Paid-in

Total Stockholders’

Balance –

February 13, 2019 (inception)

of common stock to Sponsor

Balance –

December 31, 2019

Sale of 11,500,000 Units, net of underwriting discount and offering expenses

Sale of 275,000 Private Units

Common stock subject to possible redemption

(11,101,541 )

(111,014,299 )

(111,015,410 )

Balance –

December 31, 2020

The accompanying notes are an integral

part of these financial statements.

ROTH CH ACQUISITION II CO.

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

(115,000,000 )

Net cash used in investing activities

(115,000,000 )

Cash Flows from Financing Activities:

Proceeds from issuance of common stock to Sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Units

Proceeds from promissory note - related party

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Beginning of period

End of period

Non-Cash investing and financing activities:

Initial classification of common stock subject to possible redemption

$ 111,117,520

Change in value of common stock subject to possible redemption

The accompanying notes are an integral

part of these financial statements.

NOTE 1 —

DESCRIPTION OF ORGANIZATION

AND BUSINESS OPERATIONS

Roth CH Acquisition

(formerly known as Roth Acquisition I Co.) (the “Company”) was incorporated in Delaware on February 13,

The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition,

stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities

(the “Business Combination”).

The Company is an

early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

As of December 31,

2020, the Company had not commenced any operations.

All activity for the period from February 13, 2019 (inception) through

December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below.

The Company will not generate any operating revenues until after the completion of a Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the

Initial Public Offering.

The registration statement

for the Company’s Initial Public Offering was declared effective on December 10, 2020.

On December 15, 2020, the

Company consummated the Initial Public Offering of 11,500,000 units (the “Units”

and, with respect to the shares of

common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters

of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000,

which is described in Note 3.

Simultaneously with

the closing of the Initial Public Offering, the Company consummated the sale of 275,000 units (the “Private Units”)

at a price of $10.00 per Private Unit in a private placement to certain of the Company’s stockholders, generating gross proceeds

of $2,750,000, which is described in Note 4.

Transaction costs

amounted to $1,654,977 consisting of $1,150,000 of underwriting fees, and $504,977 of other offering costs.

Following the closing

of the Initial Public Offering on December 15, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust

Account”), located in the United States and will be held in cash items or invested in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any

open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until

the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust

Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it

not to be required to register as an investment company under the Investment Company Act.

The Company will provide

its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion

of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called

to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account

(initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account

and not previously released to the Company to pay its tax obligations).

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

The Company will proceed

with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such

consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted

in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder

vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the

“Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially

the same information as would be included in a proxy statement prior to completing a Business Combination.

If, however, stockholder

approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons,

the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant

to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the holders of

the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their

Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the

Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection

with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with

a Business Combination.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of how or whether

they vote on the proposed transaction or don’t vote at all.

The Initial Stockholders

have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held

by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and

Restated Certificate of Incorporation that would affect a public stockholders’

ability to convert or sell their shares to

the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem

100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have

until December 15, 2022 to complete a Business Combination (the “Combination Period”).

If the Company is unable

to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem the

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including

interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the

number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the

Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders

have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete

a Business Combination within the Combination Period.

However, if the Initial Stockholders acquire Public Shares in or after the

Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company

fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible that

the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per

Unit ($10.00).

In order to protect

the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any

claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company

has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public

Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right,

title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under

the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that Initial Stockholders will have to indemnify the

Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, (except the Company’s independent

registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute

agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues

to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have

a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily

determinable as of the date of the financial statements.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

NOTE 2 —

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an

“emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of

any golden parachute payments not previously approved.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt

out of such extended transition period which means that when a standard is issued or revised and it has different application dates

for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with

another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of

financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could

differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

did not have any cash equivalents as of December 31, 2020 and 2019.

Marketable Securities Held in Trust

2020 substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

Common Stock Subject to Possible

The Company accounts

for its common stock subject to possible redemption 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 is measured at fair value.

Conditionally redeemable common stock (including common stock that features

redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified

as stockholders’

The Company’s common stock features certain redemption rights that are considered to be outside

of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020, common

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

section of the Company’s balance sheets.

The Company follows

the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.”

Deferred tax assets and

liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be

recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to

the amount expected to be realized.

ASC 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken

or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as

of December 31, 2020 and 2019.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities

since inception.

2020, the CARES Act was enacted in response to COVID-19 pandemic.

Under ASC 740, the effects of changes in tax rates and laws are

recognized in the period which the new legislation is enacted.

The CARES Act made various tax law changes including among other

things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the

“IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that

qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the

federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be

carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing

the recoverability of alternative minimum tax credits.

Given the Company’s full valuation allowance position and capitalization

of all costs, the CARES Act did not have an impact on the financial statements.

Net Income (Loss) per Common Share

Net income (loss) per share is computed

by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding

shares of common stock subject to forfeiture.

At December 31, 2019, weighted average shares were reduced for the effect of

an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by

the underwriters (see Note 7).

The Company has not considered the effect of the warrants sold in the Initial Public Offering and

private placement to purchase an aggregate of 5,887,500 shares in the calculation of diluted loss per share, since the exercise

of the warrants are contingent upon the occurrence of future events.

The Company’s statement of operations

includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class method of income (loss) per share.

Net income (loss) per common share, basic and diluted, for Common stock subject to

possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust

Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption

outstanding since original issuance.

Net income (loss) per share, basic and

diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable

securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common

stock outstanding for the period.

Non-redeemable common stock includes Founder

Shares and non-redeemable shares of common stock as these shares do not have any redemption features.

Non-redeemable common stock

participates in the income or loss on marketable securities based on non-redeemable shares’

proportionate interest.

The following table reflects the calculation

of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

For the Period

February 13, 2019

Common stock subject to possible redemption

Earnings allocable to Common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

interest available to be withdrawn for payment of taxes

Weighted Average Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

Basic and diluted net income per share, Common stock subject to possible redemption

Non-Redeemable Common Stock

Net Loss minus Net Earnings

Net income allocable to Common stock subject to possible redemption

Non-Redeemable Net Loss

Weighted Average Non-redeemable common stock

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

Basic and diluted net loss per share, Non-redeemable common stock

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which,

at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of

the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”

approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not

believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

NOTE 3 —

PUBLIC OFFERING

Pursuant to the Initial

Public Offering, the Company sold 11,500,000 Units, which includes a full exercise by the underwriters of their over-allotment

option in the amount of 1,500,000 Units, at a price of $10.00 per Unit.

Each Unit consists of one share of common stock and one-half

of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of

common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4 —

PRIVATE PLACEMENT

Simultaneously with

the closing of the Initial Public Offering, the Initial Stockholders purchased an aggregate of 275,000 Private Units at a price

of $10.00 per Private Unit, for an aggregate purchase price of $2,750,000, in a private placement.

Each Private Unit consists of

one share of common stock (“Private Share”) and one-half of one redeemable warrant (“Private Warrant”).

Each whole Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject

to adjustment (see Note 7).

The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held

in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from

the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

NOTE 5 —

RELATED PARTY TRANSACTIONS

Founder Shares

In February 2019,

the Initial Stockholders purchased an aggregate of 100 shares of the Company’s common stock for an aggregate price of $25,000.

On June 29, 2020, the Company effected a stock dividend of 43,125 shares of common stock for each share of common stock outstanding,

resulting in an aggregate of 4,312,500 shares of common stock being held by the Initial Stockholders.

On August 31, 2020,

the Initial Stockholders transferred back to the Company 1,437,500 shares of common stock, for nominal consideration, which shares

were cancelled, resulting in there being an aggregate of 2,875,000 shares of common stock outstanding and being held by the Initial

Stockholders (the “Founder Shares”).

That same day, CHLM Sponsor-1 LLC, an entity affiliated with Craig-Hallum Capital

Group LLC, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased

from CR Financial Holdings, Inc.

an aggregate of 745,840 shares for an aggregate purchase price of $6,486.

All share and per-share

amounts have been retroactively restated to reflect the stock dividend and cancellation.

The Founder’s Shares included an

aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment

was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding

shares after the Initial Public Offering (excluding the Private Shares underlying the Private Securities).

As a result of the underwriters’

election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Initial Stockholders

have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with

respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date

on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business

Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business

Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger,

stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange

their shares of common stock for cash, securities or other property.

Promissory Note —

Related Party

On August 23,

2020, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the

Company may borrow up to an aggregate principal amount of $200,000.

The Promissory Note is non-interest bearing and payable on

the earlier of (i) the consummation of the Initial Public Offering or (ii) the date on which the Company determines not

to proceed with the Initial Public Offering.

The outstanding balance under the Promissory Note of $200,000 was repaid at the closing

of the Initial Public Offering on December 15, 2020.

Related Party Loans

In addition, in order

to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s

officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of

the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds

held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds

held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay

the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined

and no written agreements exist with respect to such loans.

The Working Capital Loans would be repaid upon consummation of a Business

Combination, without interest.

NOTE 6 —

COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration

rights agreement entered into on December 10, 2020, the holders of the Founder Shares, as well as the holders of the Private

Units (and underlying securities) and any securities issued to the Initial Stockholders, officers, directors or their affiliates

in payment of Working Capital Loans made to Company, will be entitled to registration rights.

The holders of a majority of these

securities are entitled to make up to two demands that the Company register such securities.

The holders of the majority of the

Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which

these shares of common stock are to be released from escrow.

The holders of a majority of the Private Units (and underlying securities)

and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights

at any time after the Company consummates a Business Combination.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to consummation of a Business Combination.

The registration

rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering

the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration

Notwithstanding the foregoing, the Company may not exercise demand or piggyback rights after five (5) and seven

(7) years, respectively, from the effective date of the Initial Public Offering and may not exercise demand rights on more

than one occasion in respect of all registrable securities.

Underwriting Agreement

The underwriters were

paid a cash underwriting discount of 1.00% of the gross proceeds of the Initial Public Offering, or $1,150,000.

Business Combination Marketing Agreement

The Company entered

into a business combination marketing agreement with the representatives of the underwriters as advisors in connection with a Business

The Company will 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 the Company consummates its initial business combination.

NOTE 7 —

STOCKHOLDERS’

Stock  — The Company is authorized to issue 50,000,000 shares of common stock with a par value

of $0.0001 per share.

At December 31, 2020 and 2019, there were 3,548,459 and 2,875,000 shares of common stock issued and

outstanding, excluding 11,101,541 and no shares of common stock subject to possible redemption, respectively.

Warrants  — The

Company will not issue fractional warrants.

The Public Warrants will become exercisable 30 days after the completion of a

Business Combination.

No warrants will be exercisable for cash unless the Company has an effective and current registration statement

covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of

common stock.

Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise

of the Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders

may, until such time as there is an effective registration statement and during any period when the Company shall have failed to

maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration

under the Securities Act.

The warrants will expire five years from the closing of a Business Combination.

Once the warrants

become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

at any time after the warrants become exercisable;

upon not less than 30 days’

prior written notice of redemption to each warrant holder;

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls

the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants

to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of shares of common

stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,

extraordinary dividend or our recapitalization, reorganization, merger or consolidation.

However, except as described below, the

warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

Additionally,

in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside

of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if (x) the

Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the

closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the

case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held

by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total

equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a

Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common

stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination

(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to

the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price described above will

be adjusted (to the nearest cent) to be equal to 180% of the Market Price.

The Private Warrants

are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants

and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable

until after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants

will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held

by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers

or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same

basis as the Public Warrants.

NOTE 8 —

The Company’s net deferred tax assets

are as follows:

Deferred tax assets

Net operating loss carryforward

Unrealized gain on marketable securities

Startup and organizational costs

Total deferred tax assets

Valuation Allowance

Deferred tax assets

The income tax provision

consists of the following:

State and Local

Change in valuation allowance

Income tax provision

As of December 31,

2020 and 2019, the Company had $104,610 and $1,225, respectively of U.S.

federal net operating loss carryovers available to offset

future taxable income.

In assessing the realization

of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax

assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable

income during the periods in which temporary differences representing net future deductible amounts become deductible.

considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making

this assessment.

After consideration of all of the information available, management believes that

significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full

valuation allowance.

For the year ended December 31, 2020, the change in the valuation allowance was $21,711.

A reconciliation of the federal income

tax rate to the Company’s effective tax rate is as follows:

December 31, 2020

December 31, 2019

Statutory federal income tax rate

State taxes, net of federal tax benefit

Meals and entertainment

Valuation allowance

Income tax provision

The Company files

income tax returns in the U.S.

federal jurisdiction and is subject to examination by the various taxing authorities.

The Company's

tax returns since inception remain open to examination by the taxing authorities.

The Company considers California to be a significant

state tax jurisdiction.

NOTE 9 —

FAIR VALUE MEASUREMENTS

The Company follows

the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting

period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of

the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have

received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities,

the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the

use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following

fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in

order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table

presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31,

2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash and marketable securities held in Trust Account

$ 115,006,613

NOTE 10 —

SUBSEQUENT EVENTS

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have

required adjustment or disclosure in the financial statements.

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 its initial business combination (the “Business Combination”).

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 either party that the parties will successfully negotiate and enter into

a definitive agreement, or that the proposed transaction will be consummated.

June 21, 2022

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 9A. Controls and Procedures