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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) 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.