Tigo Energy, Inc 10-Q/A, filed Oct 23, 2023
Tigo Energy, Inc. (TYGO)
About this 10-Q/A
Tigo Energy, Inc filed this 10-Q/A on October 23, 2023, covering the quarter ended June 30, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
File Number:
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
December 31, 2022
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of August 5, 2023, the registrant had
Explanatory Note
This Quarterly Report on Form 10-Q/A constitutes Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the period ended June 30, 2023, which was originally filed with the Securities and Exchange Commission on August 11, 2023 (the “Original Filing”). This Amendment is being filed solely to amend the certification of the Principal Financial Officer of the Company required under Section 906 of the Sarbanes-Oxley Act of 2002 that was included as Exhibit 32.2 to the Original Filing (the “Certification”). Specifically, the introductory sentence of the Certification incorrectly referenced the name of the Company’s Principal Executive Officer, Zvi Alon, rather than the name of the Company’s Principal Financial Officer, Bill Roeschlein. The Certification was properly executed by Bill Roeschlein. A corrected copy of the certification of the Principal Financial Officer of the Company required under Section 906 of the Sarbanes-Oxley Act of 2002, dated October 23, 2023, is filed as Exhibit 32.3 to this Amendment.
The certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 that were filed and furnished, respectively, as Exhibits 31.1, 31.2 and 32.2 to the Original Filing have been re-executed and re-filed as of the date of this Amendment and are included as Exhibits 31.3, 31.4 and 32.3. Part II, Item 6 of the Original Filing has been amended to reflect the new certifications.
Other than as described above, this Amendment does not amend, update or restate any information included in the Original Filing. This Amendment does not reflect events occurring after the Original Filing or modify or update disclosures in the Original Filing affected by subsequent events. This Amendment should be read in conjunction with the Original Filing.
Item 6. Exhibits
| † | Filed herewith. |
| * | Furnished herewith |
1
SIGNATURES
Pursuant to the requirements 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.
| Tigo Energy, Inc. | ||
| By: | /s/ Bill Roeschlein | |
| Bill Roeschlein | ||
| Chief Financial Officer | ||
| Date: October 23, 2023 | ||
2
Exhibit 31.3
Certification
of Principal Executive Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
Under the Securities Exchange Act of 1934, as Amended
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Zvi Alon, certify that:
| 1. | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q for the period ended June 30, 2023 of Tigo Energy, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: October 23, 2023
| /s/ Zvi Alon | |
| Zvi Alon | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.4
Certification
of Principal Financial Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
Under the Securities Exchange Act of 1934, as Amended
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Bill Roeschlein, certify that:
| 1. | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q for the period ended June 30, 2023 of Tigo Energy, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: October 23, 2023
| /s/ Bill Roeschlein | |
| Bill Roeschlein | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.3
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on August 11, 2023, as amended by Amendment No. 1 dated as of the date hereof (the “Report”), I, Bill Roeschlein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: October 23, 2023
| /s/ Bill Roeschlein | |
| Bill Roeschlein | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |