Slacker, Inc. entered into a letter of intent to acquire Roth Ch Acquisition V Co. (NasdaqGM:ROCL) for a transaction valued at $160 million in a reverse merger transaction on April 28, 2023. Under the terms of the transaction, at a pre-money valuation of $160 million for Slacker, LiveOne, the parent company of Slacker, is expected to own the substantial majority of post-merger company.

Post completion, it is expected that Slacker will continue its existing business relationship with LiveOne. Subsequent to the closing of the transaction, Byron Roth, Co-Chairman and Co-Chief Executive Officer of Roth CH Acquisition V Co., currently plans to remain a member of the post-merger company’s Board of Directors. The transaction is subject to various conditions including regulatory approvals, completion of diligence, definitive documentation, approval of Roth CH Acquisition V Co.’s shareholders to extend the time for the company to consummate a business combination, approval of Roth CH Acquisition V Co.’s shareholders of the proposed merger with Slacker, and a minimum cash proceeds to be raised and/or retained by Roth CH Acquisition V Co.

in connection with the closing of the proposed merger. The transaction is expected to close in the fourth calendar quarter of 2023.