Roth CH–SHARON AI JV targets 400MW AI data capacity by 2027
Rhea-AI Filing Summary
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.
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Insights
JV expands Texas AI data campus to 438 acres with 400MW target.
Roth CH Acquisition Co. and SHARON AI highlight progress at Texas Critical Data Centers LLC, a 50/50 joint venture planning an intended 1GW+ AI and high-performance computing campus in West Texas. The JV has signed definitive agreements to buy an additional 203 contiguous acres, bringing the planned development area to 438 acres, which supports a multi-phase build aimed at hyperscale, AI labs and large enterprises.
The update states that, subject to customer offtake, an initial 400MW of capacity is expected to be available in
This communication also reiterates the pending business combination between Roth CH and SHARON AI and directs investors to the Form S-4 registration statement and proxy statement/prospectus filed with the SEC. Actual outcomes will depend on successful transaction closing, securing customer offtake and executing the staged development plan described.
Filed by Roth CH Acquisition Co.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission File No. 001-40959
Subject Company: Roth CH Acquisition Co.
SHARON AI’s 1GW+ Data Center Campus Joint Venture
Acquires Additional
203 Contiguous Acres
Subject to customer offtake, initial 400MW expected to be available in 2027
New York, USA – November 24, 2025 – SHARON AI, Inc. (“SHARON AI"), Australia’s leading Neocloud, is pleased to provide an update on its progress for the intended 1GW+ data center campus project in West Texas - Texas Critical Data Centers LLC (“TCDC”) - a 50/50 joint venture with New Era Energy & Digital Inc. SHARON AI previously announced entry into a Business Combination Agreement with Roth CH Acquisition Co. (OTC Markets:USCTF).
TCDC today announces it has signed definitive agreements to purchase an additional 203 contiguous acres to materially expand the size and scope of its intended 1GW+ data center campus project in West Texas.
The purchase expands the development footprint to a total of 438 acres, strenghtening TCDC’s ability to deliver a multi-phase artificial intelligence (AI) and high-performance computing (HPC) campus to an array of potential customers including hyperscale, leading AI labs and large global enterprises that require gigascale AI factory infrastructure.
TCDC is expecting to close on the land acquisition over the next thirty days and is advancing engineering and master site planning, power-interconnection studies, grid applications, and civil-development work to ensure the site is ready for phase one construction in 2026.
The operational model provides for optionality and is expected to include recurring revenue through long-term data-center leases and energy sales, powered land/shell transactions and other flexible commercial structures that allow for strategic participation by major customers.
“We are pleased to expand the campus to 438 acres, taking another major step towards creating gigascale AI factory infrastructure designed for hyperscale, AI labs and large enterprise customers”, said Wolf Schubert, CEO of SHARON AI.
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Contacts
Sharon AI Media Enquiries:
Rosalyn Christian/Zachary Nevas
IMS Investor Relations
+1 203.972.9200
sharonai@imsinvestorrelations.com
About SHARON AI
SharonAI, Inc., Australia’s leading Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.
About Roth CH Acquisition Co.
Roth CH Acquisition Co. (OTC Markets: USCTF) is a blank check shell domiciled in the Cayman Islands. The company intends to enter into a business combination with a growth company to go public in the US markets through a reverse merger.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any proxy, consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.
Additional Information About the Proposed Transaction for Investors and Shareholders
In connection with the proposed transaction between Roth CH Acquisition Co. (“Roth CH”) and SHARON AI (the “Proposed Transaction”), Roth CH (or a subsidiary of Roth CH) has filed and intends to update relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4, initially filed in June 4th, 2025, as amended, containing a proxy statement/prospectus of Roth CH (the “Registration Statement”). This press release is not a substitute for the Registration Statement or for any other document that Roth CH may file with the SEC in connection with the Proposed Transaction. SHARON AI AND ROTH CH URGE INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ROTH CH, SHARON AI, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and other documents filed by Roth CH with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that Roth CH communicates with investors and the public using its website (www.RothCH.com), where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Roth CH with the SEC, and stockholders are urged to read the Registration Statement and the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed Transaction.
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Participants in the Solicitation
Roth CH, SHARON AI and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Proposed Transaction. Information about Roth CH’s directors and executive officers including a description of their interests in Roth CH is included in the Registration Statement, including any information incorporated therein by reference, as filed with the SEC. Additional Information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the Proposed Transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements:
This press release may contain forward-looking statements that are not historical facts. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Roth CH’s or SHARON AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Proposed Transaction; expectations regarding service and product offerings and the developments of Texas Critical Data Centers LLC. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include: the risk that the conditions to the closing or consummation of the Proposed Transaction are not satisfied, including the failure to obtain stockholder approval for the Proposed Transaction; uncertainties as to the timing of the consummation of the Proposed Transaction and the ability of each of Roth CH and SHARON AI to consummate the transactions contemplated by the Proposed Transaction; risks related to Roth CH’s and SHARON AI’s ability to correctly estimate their respective operating expenses and expenses associated with the Proposed Transaction, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Proposed Transaction by either company; the effect of the announcement or pendency of the Proposed Transaction on Roth CH’s or SHARON AI’s business relationships, operating results and business generally; costs related to the business combination; the outcome of any legal proceedings that may be instituted against Roth CH, SHARON AI, or any of their respective directors or officers related to the business combination agreement or the transactions contemplated thereby; the ability of Roth CH or SHARON AI to protect their respective intellectual property rights; competitive responses to the Proposed Transaction; unexpected costs, charges or expenses resulting from the Proposed Transaction; whether the combined business of Roth CH and SHARON AI will be successful; legislative, regulatory, political and economic developments; and additional risks described in the “Risk Factors” section of the Registration Statement filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
You are cautioned that such statements are not guarantees of future performance and that our actual results may differ materially from those set forth in the forward-looking statements. The forward-looking statements and other information contained in this news release are made as of the date hereof and neither Roth CH nor SHARON AI undertakes any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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FAQ
What project update did Roth CH Acquisition Co. (USCTF) and SHARON AI announce?
What capacity and timing targets are mentioned for the SHARON AI and Roth CH Texas data center campus?
What is Texas Critical Data Centers LLC (TCDC) and who owns it?
What revenue model is expected for the SHARON AI and Roth CH JV campus?
How is the Roth CH (USCTF) business combination with SHARON AI related to this announcement?
Where can Roth CH (USCTF) investors find more information about the proposed transaction with SHARON AI?
