Welcome to our dedicated page for Roth CH Acquisition Co SEC filings (Ticker: USCTF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Roth CH Acquisition Co. (USCTF) provide detailed insight into its status as a blank check shell company and its proposed business combination with SharonAI Inc. (Sharon AI), a High-Performance Computing business focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. As a shell company in the Financial Services sector, Roth CH’s most significant disclosures relate to its Business Combination Agreement, corporate restructuring, and shareholder approvals.
Recent Form 8-K filings describe key milestones in the transaction process. One 8-K reports that Roth CH and SharonAI prepared an investor presentation in connection with the proposed business combination and notes that a registration statement on Form S-4 has been filed with the SEC, containing a proxy statement/prospectus. Another 8-K documents an amendment to the Business Combination Agreement extending the outside date for closing to December 31, 2025, illustrating how timeline changes are handled through formal agreements.
An 8-K dated December 4, 2025 outlines the results of an extraordinary general meeting of shareholders. It details votes on the Business Combination Agreement, the domestication of Roth CH from the Cayman Islands into Delaware, the adoption of new organizational documents, the change of name of the domesticated parent to "SharonAI Holdings, Inc.", the election of directors, approval of a 2025 Omnibus Equity Incentive Plan, authorization of a reverse stock split within a specified ratio range, and approval of stock issuances under a financing arrangement with YA II PN, Ltd.
On this filings page, users can review such 8-Ks alongside the registration statement on Form S-4 and related proxy materials as they become available via EDGAR. AI-powered summaries can help explain complex sections of these documents, highlight how the domestication merger and acquisition merger are structured, and clarify governance provisions such as voting thresholds, forum selection clauses, and director removal standards. Investors can also use the filings feed to monitor any additional material agreements, amendments, or disclosures that may affect the structure or completion of the Sharon AI business combination.
Roth CH Acquisition Co. shareholders have overwhelmingly approved its merger with SharonAI Inc. and related restructuring steps. At the extraordinary general meeting on December 2, 2025, 43,869,080 ordinary shares, or 96.89% of voting power as of the record date, were represented in person or by proxy.
Investors approved the Business Combination Agreement with SharonAI, the domestication of the Cayman Islands parent into Delaware and a name change to “SharonAI Holdings, Inc.” They also approved new Delaware organizational documents, elected a five-member board to serve staggered terms after closing, and adopted a 2025 Omnibus Equity Incentive Plan.
Shareholders further authorized the board to implement, within one year, a reverse stock split and proportional capital stock reduction at a ratio between 1-for-2 and 1-for-150, and approved the potential issuance of all Pubco Class A shares that may be issuable to YA II PN, Ltd. under certain convertible notes and a standby equity purchase agreement.
Roth CH Acquisition Co. (USCTF) and SHARON AI provided an update on their Texas Critical Data Centers LLC joint venture, which plans an intended 1GW+ AI and high-performance computing data center campus in West Texas. The JV has signed definitive agreements to purchase an additional 203 contiguous acres, expanding the planned campus footprint to 438 acres.
TCDC expects to close the land acquisition over the next thirty days and is progressing engineering, master site planning, power-interconnection studies, grid applications and civil-development work so the site is ready for phase one construction in 2026. Subject to customer offtake, an initial 400MW of capacity is expected to be available in 2027, with an operating model that is expected to include recurring revenue from long-term data-center leases, energy sales and powered land/shell transactions.
Roth CH Acquisition Co. (USCTF) filed its Q3 2025 report, posting a net loss of $707,953 for the quarter and a year-to-date loss of $2,058,473. Management states that current liquidity raises substantial doubt about the company’s ability to continue as a going concern.
Cash was $16,083 with a working capital deficit of $1,786,659 and total liabilities of $3,142,950. Warrant liabilities rose to $1,335,000, contributing to non‑cash losses. Shares outstanding expanded after a note conversion, with 45,203,220 Class A and 75,000 Class B shares outstanding as of November 14, 2025; earlier in the year, a $1,181,000 convertible note was converted into 39,366,667 Class A shares.
The company remains focused on its proposed merger with SharonAI Inc.; the closing date was extended to December 31, 2025. Management reported material weaknesses in internal control over financial reporting related to complex instruments and shareholder redemption approvals.
Roth CH Acquisition Co. filed a proxy statement/prospectus for its proposed business combination with SharonAI. The prospectus covers the potential issuance of up to 567,098,640 shares of Class A ordinary common stock, 6,816,948 shares of Class B super common stock, 23,939,758 RSUs, 4,534,181 options, and warrants (3,724,326 and 22,250,000, as labeled) by Roth CH Holdings, Inc., to be renamed “SharonAI Holdings, Inc.”
The Business Combination Agreement provides for 560,835,633 Pubco common shares as aggregate merger consideration at closing, subject to the agreement’s terms. Pro forma, total Pubco shares (Class A and Class B) would be 573,915,588, with former SharonAI holders at 90.92% of Class A and 1.19% of Class B, insiders at 7.61%, the former sponsor at 0.25%, and non‑affiliated public at 0.03%. Class B carries 160 votes per share versus one per Class A.
Shareholders will vote on the merger, domestication to Delaware, new charter/bylaws, director slate, an equity plan, a reverse split (board discretion within 1‑for‑2 to 1‑for‑150), and a YA stock issuance tied to a SEPA. The company notes insiders own approximately 96.5% of outstanding shares and can approve the proposals. The extraordinary general meeting is scheduled for December 2, 2025.
Roth CH Acquisition Co. furnished an investor presentation for SharonAI Inc. under Item 7.01. The SharonAI Investor Presentation, dated October 2025, is attached as Exhibit 99.1 and provides materials used in presentations to investors regarding a proposed business combination between the two companies.
The company states it has filed a Form S-4 that will include a proxy statement/prospectus to be sent to its stockholders, and encourages review of all related SEC filings when available at www.sec.gov. The information provided under Item 7.01 and Exhibit 99.1 is being “furnished,” not “filed,” and does not constitute an offer to sell or solicit the purchase of securities.
Roth CH Acquisition Co. filed an 8-K announcing an amendment to its Business Combination Agreement with SharonAI Inc., extending the “Outside Date” to December 31, 2025. This change provides additional time for the proposed business combination process to reach closing.
The filing notes that a Form S-4 has been filed and that a proxy statement/prospectus will be sent to stockholders. Investors are directed to review these materials on the SEC’s website when available. The amendment is filed as Exhibit 10.1.
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