Business Context and Reporting Period
This Form 8-K, dated December 14, 2025, reports the consummation of a business combination between Roth CH Acquisition Co. (a Cayman Islands exempted company) and SharonAI Inc. The transaction was structured as a reverse recapitalization, with SharonAI treated as the accounting acquirer. On December 16, 2025, Roth CH merged into Roth CH Holdings, Inc. (the "Domestication"), and on December 17, 2025 (the "Effective Date"), a merger subsidiary merged into SharonAI. The surviving entity was renamed SharonAI Holdings Inc. ("Pubco"). The company ceased to be a shell company upon the Effective Date.
Key Financial Metrics and Capital Structure
The filing details the post-transaction capital structure and recent financing activities rather than historical operating results, which are incorporated by reference from the Proxy Statement/Prospectus.
- Capital Raised: Pubco issued convertible promissory notes in the aggregate amount of $2,250,000 to three accredited investors on December 17, 2025. Proceeds were used for working capital and transaction expenses.
- Debt Settlement: Pubco issued 2,249,999 shares of Class A Ordinary Common Stock to cancel approximately $270,000 of indebtedness held by former Roth CH holders.
- Share Issuance:
- SharonAI shareholders received 521,820,420 Class A shares, 6,816,948 Class B Super Common shares, 23,939,758 RSUs, 4,634,181 options, and 3,724,326 warrants.
- Public shareholders of Roth CH received 45,278,220 Class A shares and warrants to purchase 22,250,000 shares.
- Immediately following the Business Combination, there were 576,165,334 shares of Pubco Common Stock issued and outstanding.
- Convertible Notes Terms: The December 2025 Convertible Notes accrue interest at 10% per annum, mature on December 17, 2026, and convert automatically at a price of $0.12 per share.
Material Changes and Transactions
The primary material change is the completion of the Business Combination, resulting in a change of control. Post-transaction, former Roth CH stockholders hold approximately 8.25% of the outstanding shares, while SharonAI stockholders hold approximately 91.80%.
Additionally, on December 15, 2025, SharonAI entered into an amendment with YA II PN, Ltd. ("YA") regarding Convertible Promissory Notes. This created a "Suspension Period" (Dec 15, 2025 – Jan 20, 2026) during which obligations to assign notes to Pubco and make payments were suspended. SharonAI agreed to an initial payment of $350,000 (comprising principal, redemption premium, and accrued interest) and a final payment upon expiration of the suspension period to terminate the agreements.
Guidance, Outlook, and Risks
Outlook and Trading: Pubco's Class A Ordinary Common Stock and warrants began trading on the OTC Markets on December 18, 2025, under the symbols "SHAZ" and "SHAZW". The company intends to apply for listing on the Nasdaq Capital Market and for CHESS Depositary Interests (CDIs) on the Australian Stock Exchange.
Risks and Contingencies:
- Going Concern: The filing highlights risks regarding the ability to obtain sufficient additional financing and the ability to continue as a going concern.
- Indebtedness: Risks related to the impact of remaining indebtedness following the Business Combination.
- Internal Controls: Risks regarding the ability to develop and maintain effective internal controls and remediate previously identified material weaknesses.
- Forward-Looking Statements: The company disclaims any obligation to update forward-looking statements, noting that actual results may differ materially due to market conditions, regulatory changes, and execution risks.
Investor Verification Checklist
- Capital Structure Dilution: Verify the impact of the 160-to-1 voting ratio for Class B Super Common Stock held by key insiders (Andrew Leece, James Manning, Nicholas Hughes Jones) on control dynamics.
- Debt Obligations: Confirm the status of the YA II PN, Ltd. notes and the specific terms of the final payment required to terminate the suspension period.
- Liquidity and Listing: Monitor the progress of the application for Nasdaq Capital Market listing and the effectiveness of the shelf registration statement for the resale of securities.
- Financial Health: Review the unaudited pro forma condensed combined financial information (Exhibit 99.2) and SharonAI's unaudited financial statements (Exhibit 99.1) for detailed revenue, profit, and cash flow metrics not explicitly summarized in this 8-K.
- Convertible Note Conversion: Track the automatic conversion of the $2.25 million in convertible notes at the $0.12 conversion price and its impact on share count.