S-1MEF 1 tm2130852d14_s1mef.htm S-1MEF

As filed with the U.S. Securities and Exchange Commission on December 1, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROC Energy Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware

6770

87-2488708

(State or other jurisdiction
of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer
Identification No.)

16400 Dallas Parkway

Dallas, Texas 75248

(972) 392-6180

(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s principal executive offices)

Daniel Jeffrey Kimes

Chief Executive Officer

16400 Dallas Parkway

Dallas, Texas 75248

(972) 392-6180

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Lijia Sanchez, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Telephone: (212) 370-1300

David Alan Miller, Esq.

Jeffrey M. Gallant, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Telephone: (212) 818-8800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-260891

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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.

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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount being registered	Proposed Maximum Offering Price per Security⁽¹⁾	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock⁽²⁾	3,450,000 Units	$10.00	$34,500,000	$3,198.15
Shares of Common Stock, $0.001 par value, included as part of the Units ⁽³⁾	3,450,000 Shares	—	—	—⁽⁴⁾
Rights included as part of the Units⁽³⁾	3,450,000 Rights	—	—	—⁽⁴⁾
Shares of Common Stock underlying the Rights included as part of the Units⁽³⁾	345,000 Shares	$ 10.00	$3,450,000	$319.82
Total			$37,950,000	$3,517.97⁽⁵⁾

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)

Represents only the additional number of securities being registered and includes 450,000 units, consisting of 450,000 shares of Class A common stock and 450,000 rights, which may be issued upon exercise of the 45-day option granted to the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-260891).

(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.

(4)	No fee pursuant to Rule 457(g).

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $189,750,000 on its Registration Statement on Form S-1, as amended (File No. 333-260891), which was declared effective by the Securities and Exchange Commission on December 1, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional number of securities having a proposed maximum offering price of $37,950,000 is hereby registered.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 3,450,000 additional units of ROC Energy Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of common stock and one right to receive one-tenth of one share of common stock, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1, including 450,000 units that may be purchased by the underwriters to cover over-allotments, if any. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-260891) (the “Prior Registration Statement”), initially filed by the Registrant on November 9, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on December 1, 2021. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of December 2, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than December 2, 2021.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:


Exhibit Number		Description

5.1		Opinion of Ellenoff Grossman & Schole LLP

23.1		Consent of WithumSmith+Brown PC

23.2		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 1^st day of December 2021.

	ROC Energy Acquisition Corp.

	By:		/s/ Daniel Jeffrey Kimes
			Daniel Jeffrey Kimes
			Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on December 1, 2021.


Name		Position

/s/ Daniel Jeffrey Kimes Daniel Jeffrey Kimes		Chief Executive Officer (Principal Executive Officer)

/s/ Rosemarie Cicalese Rosemarie Cicalese		Chief Financial Officer (Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company