ROC ENERGY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE 1. DESCRIPTION
OF ORGANIZATION AND BUSINESS OPERATIONS
ROC Energy Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware
corporation on September 2, 2021. The ROC Energy Acquisition Corp. was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
target businesses (the Business Combination).
ROC Energy Acquisition Corp. has a wholly owned subsidiary. ROC Merger Sub, Inc (Merger
Sub), a Delaware corporation, which was formed on January 17, 2023. ROC Energy Acquisition Corp. and its subsidiary are collectively referred to as the Company.
As of March 31, 2023, the Company had not commenced any operations. All activity for the period from September 2, 2021 (inception) through
March 31, 2023 relates to the Companys formation and the initial public offering (Initial Public Offering), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business
Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of
interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On
February 13, 2023, the Company entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the Merger Agreement) with Merger Sub, and Drilling Tools International
Holdings, Inc., a Delaware corporation (Drilling Tools).
The registration statements for the Companys Initial Public Offering were
declared effective on December 1, 2021. On December 6, 2021, the Company consummated the Initial Public Offering of 18,000,000 units (the Units and, with respect to the shares of common stock included in the Units sold, the
Public Shares), at $10.00 per Unit, generating gross proceeds of $180,000,000, which is described in Note 3. An additional $1,800,000 was funded by proceeds of the sale of Private Placement Units (as defined below) to ROC Energy
Holdings, LLC which resulted in a total balance in the Trust Account of $181,800,000.
Simultaneously with the closing of the Initial Public Offering, the
Company consummated the sale of 715,000 Units (each, a Private Placement Unit) at a price of $10.00 per Private Placement Unit in a private placement to ROC Energy Holdings, LLC, a Delaware limited liability company (the
Sponsor), generating gross proceeds of $7,150,000, which is described in Note 4.
On December 9, 2021, the underwriters fully
exercised their over-allotment option, resulting in an additional 2,700,000 Units issued for an aggregate amount of $27,000,000. In connection with the underwriters full exercise of their over-allotment option, the Company also consummated the
sale of an additional 81,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $27,810,000. A total of $27,270,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust
Account to $209,070,000.
Transaction costs amounted to $4,012,520, consisting of $3,600,000 of underwriting fees and $412,520 of other offering costs. In
addition, cash of $1,509,600 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. On December 9, 2021, due to the full exercise of the overallotment option by the
underwriters, additional transaction costs amounted to $540,000, consisting of cash underwriting fees. A total of $27,270,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209,070,000.
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