TIGO ENERGY INC

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were effective as of December 31, 2023.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Remediation of Previously Reported Material Weakness

As discussed elsewhere in this Annual Report on Form 10-K, the Company completed the Merger on May 23, 2023. Prior to the Merger, Roth CH Acquisition IV Co. initially disclosed in Part I, Item 4 of its Form 10-Q for the fiscal period ended September 30, 2021 filed on November 18, 2021 a material weakness in internal controls over financial reporting related to the accounting for complex financial instruments. Following the Merger, Management improved our internal processes of evaluating and implementing the accounting standards that apply to our financial statements and enhanced our accounting team through the hiring of a Corporate Controller. We also engaged a globally recognized third-party accounting firm to assist with the evaluation and documentation of accounting for complex financial instruments. In addition, we provided accounting and finance personnel with additional enhanced accounting literature and research tools in order to assist with their review and evaluation of the accounting for complex financial instruments. Management monitored the improvements made to our overall control environment, and based upon this evaluation, were able to determine that the material weakness has been fully remediated as of December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

As discussed elsewhere in this Annual Report, we completed the Business Combination on May 23, 2023. Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination. The design of internal controls over financial reporting for the Company post-Business Combination has required and will continue to require significant time and resources from management and other personnel. As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of December 31, 2023. Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.

Changes in Internal Control over Financial Reporting

As described above, we took steps to remediate a material weakness in our internal control over financial reporting described in “Remediation of Previously Reported Material Weakness.” Other than the efforts that we conducted to remediate the material weakness discussed above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.