Item 4.01. Changes in Registrant’s Certifying Accountant.
Explanatory Note
As previously disclosed, on December 5, 2022,
Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of ROCG (“Merger Sub”), and Tigo Energy, Inc., a Delaware corporation (“Legacy Tigo”), entered into
an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions,
on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy
Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger
Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”),
ROCG changed its name to “Tigo Energy, Inc.” (referred to herein as the “Company”).
(a) Dismissal of independent
registered public accounting firm.
On June 28, 2023, the
audit committee of the Board of Directors of the Company (the “Audit Committee”) dismissed Marcum LLP (“Marcum”),
ROCG’s independent registered public accounting firm, effective immediately.
The report of Marcum
on ROCG’s, the Company’s legal predecessor, balance sheets as of December 31, 2022 and 2021, and statements of operations,
changes in stockholders’ (deficit) equity and cash flows for each of the two years in the period ended December 31, 2022, and the
related notes, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties,
audit scope or accounting principles, except for an explanatory paragraph regarding substantial doubt about ROCG’s ability to continue
as a going concern.
During ROCG’s fiscal
years ended December 31, 2022 and 2021, and during the subsequent interim period ended March 31, 2023, there were no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between ROCG and Marcum on any matter of accounting
principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on ROCG’s financial
statements for such year or period.
During ROCG’s fiscal
years ended December 31, 2022 and 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K),
except for the previously disclosed material weaknesses identified in ROCG’s internal control over financial reporting related to
ROCG’s accounting for complex financial instruments, review of accrued expenses and review over the cash flow statement, as further
described in Item 4 to ROCG’s Form 10-Q filed on May 12, 2023.
The Company has provided
Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by the Company set forth above. A copy of Marcum’s letter,
dated June 30, 2023, is filed as Exhibit 16.1 to this Report.
(b) Disclosures regarding the new independent
auditor.
On June 28, 2023, the
Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”), effective immediately, as the Company’s
independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending
December 31, 2023. Frank, Rimerman + Co. LLP served as independent registered public accounting firm of Legacy Tigo prior to the Business
Combination. During the fiscal years ended December 31, 2022 and 2021, and during the subsequent interim period ended March 31, 2023,
neither the Company nor anyone on the Company’s behalf consulted Deloitte with respect to (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important
factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any
other matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).