PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF ROTH CH ACQUISITION II CO. Proxy Statement dated July 8, 2021 and first mailed to stockholders on or about July 9, 2021. Dear Stockholders: You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Roth CH Acquisition II Co. (“ROCC”), which will be held at 10:00 a.m., Eastern time, on July 27, 2021. Due to the public health concerns relating to the coronavirus pandemic, related governmental actions closing non- essential businesses and encouraging individuals to stay home and our concerns about protecting the health and well-being of our stockholders and employees, the board of directors of ROCC (the “ROCC Board”) has determined to convene and conduct the Meeting in a virtual meeting format at http://www.cstproxy.com/ rothchacquisitionii/2021. Stockholders will NOT be able to attend the Meeting in person. This proxy statement includes instructions on how to access the virtual Meeting and how to listen and vote from home or any remote location with Internet connectivity. ROCC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities (a “target business”). Holders of common stock, $0.0001 par value, of ROCC (“ROCC Common Stock”) will be asked to approve, among other things, the agreement and plan of merger, dated as of April 14, 2021 (the “Merger Agreement”), by and among ROCC, Roth CH II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of ROCC (“Merger Sub”), and Reservoir Holdings, Inc., a Delaware corporation (“Reservoir”), and the other related proposals. Upon the consummation of the transactions contemplated in the Merger Agreement, Merger Sub will be merged with and into Reservoir and, as a result, the separate corporate existence of Merger Sub will cease and Reservoir will survive the merger as a wholly-owned subsidiary of ROCC (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, ROCC will be renamed “Reservoir Media, Inc.” The combined company following the consummation of the Business Combination is referred to in this proxy statement as the “Combined Company.” To raise additional proceeds to fund the Business Combination, ROCC has entered into subscription agreements (containing commitments to fund that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase shares of ROCC Common Stock in a private placement transaction for a purchase price of $10.00 per share for an aggregate commitment of $150,000,000 (the “PIPE Investment”). At the Meeting, ROCC’s stockholders will be asked to consider and vote upon the following proposals: • Proposal 1 — The Business Combination Proposal — to consider and vote, assuming each of the Charter Proposal and the Nasdaq Proposal is approved and adopted, upon a proposal to approve the transactions contemplated under the Merger Agreement (such transactions, the “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the Merger Agreement is attached to this proxy statement as Annex A; • Proposal 2 — The Charter Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of ROCC, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”): (i) to amend the name of the new public entity from “Roth CH Acquisition II Co.” to “Reservoir Media, Inc.”; (ii) to remove various provisions applicable only to blank check companies; (iii) to increase total number of authorized shares of the Combined Company’s common stock to 750,000,000; (iv) to authorize a total of 75,000,000 shares of the Combined Company’s preferred stock; (v) to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the total voting power of all of the then outstanding shares of stock of the Combined Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter; (vi) to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors, voting together as a single class, to adopt, amend, alter or repeal the Combined Company’s amended and restated bylaws; and (vii) to provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors; • Proposal 3 — The Nasdaq Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the issuance of more than 20% of the issued and outstanding shares of ROCC Common Stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b), (ii) the issuance and sale of ROCC Common Stock in the PIPE Investment to certain of our executive officers and directors and entities affiliated with them, to the extent such issuance of securities would be deemed a form of “executive compensation” to these executive officers, as required by Nasdaq Listing Rule 5635(c), and (iii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d) (such proposal, the “Nasdaq Proposal”); • Proposal 4 — The Directors Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to elect, effective as of the consummation of the Business Combination, eight directors to serve on the board of directors of the Combined Company (such proposal, the “Directors Proposal”); • Proposal 5 — The Incentive Plan Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to approve the Reservoir Media, Inc. 2021 Omnibus Incentive Plan, a copy of which is attached to this proxy statement as Annex D, in connection with the Business Combination (the “Equity Incentive Plan,” and such proposal, the “Incentive Plan Proposal”); and • Proposal 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal or the Incentive Plan Proposal (such proposal, the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement, which ROCC encourages you to read carefully in its entirety before voting. Only holders of record of ROCC Common Stock at the close of business on July 7, 2021 are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments or postponements thereof. After careful consideration, the ROCC Board has unanimously approved the Merger Agreement and unanimously recommends that ROCC’s stockholders vote “FOR” approval of each of the proposals. When you consider the ROCC Board’s recommendation with respect to these proposals, you should keep in mind that ROCC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See “Proposal 1 — The Business Combination — Interests of Certain Persons in the Business Combination.” As of July 6, 2021, the latest practicable date prior to the date of this proxy statement, the last sale price of ROCC Common Stock was $9.95. Each redemption of shares of ROCC Common Stock by holders of the Public Shares (as defined below) will decrease the amount in the trust account (the “Trust Account”), which held total assets of approximately $115,015,656 as of July 6, 2021. The Merger Agreement provides that Reservoir’s obligation to consummate the Business Combination is conditioned on the funds in the Trust Account, together with the funding of any amounts payable under the subscription agreements in connection with the PIPE Investment, being no less than an aggregate amount of $125,000,000. This condition to closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived by Reservoir. If, as a result of redemptions of shares of ROCC Common Stock by holders of the Public Shares, this condition is not met (or waived), then Reservoir may elect not to consummate the Business Combination. In addition, in no event will ROCC redeem shares of ROCC Common Stock in an amount that would result in ROCC’s failure to have net tangible assets equaling or exceeding $5,000,001 (so that ROCC is not subject to the “penny stock” rules of the Securities and Exchange Commission). Unless otherwise specified, the information in the accompanying proxy statement assumes that none of holders of the Public Shares exercise their redemption rights with respect to their shares of ROCC Common Stock. Pursuant to ROCC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement, a holder of the Public Shares may demand that ROCC redeem such holder’s Public Shares for cash if the Business Combination is consummated.