If You Invested in Roth CH Acquisition Co (USCTF)

Roth CH Acquisition Co. (USCTF) is a blank check shell company domiciled in the Cayman Islands that trades on the OTC Markets under the symbol USCTF. According to company disclosures and SEC filings, it is classified as a shell company in the Financial Services sector and is structured to pursue a business combination with a growth company seeking to go public in the U.S. markets through a reverse merger.

The company’s publicly stated objective is to enter into a business combination with a growth business and thereby create a publicly traded operating company. Roth CH Acquisition Co. has announced a Business Combination Agreement with SharonAI Inc. ("Sharon AI"), a High-Performance Computing (HPC) business focused on Artificial Intelligence (AI), Cloud GPU Compute Infrastructure and data storage. In connection with this proposed transaction, Roth CH (or a subsidiary) has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC), which includes a proxy statement/prospectus describing the contemplated combination.

Business model and purpose

Roth CH Acquisition Co. describes itself as a blank check shell whose purpose is to complete a business combination with a growth company and bring that business to the U.S. public markets via a reverse merger structure. As a shell company, it does not operate an underlying commercial business of its own; instead, its value proposition centers on its ability to consummate a merger and transition into an operating enterprise. The Business Combination Agreement with Sharon AI is intended to achieve this objective by combining Roth CH with an AI/HPC infrastructure platform.

Under the terms outlined in SEC filings, the transaction structure involves several steps, including a domestication merger in which Roth CH continues out of the Cayman Islands and into the State of Delaware, and a subsequent acquisition merger in which a merger subsidiary is merged with and into SharonAI, with SharonAI becoming a wholly owned subsidiary of the domesticated parent. Upon completion of the domestication, the parent entity is expected to change its name to "SharonAI Holdings, Inc." as approved by Roth CH shareholders in an extraordinary general meeting.

Relationship with Sharon AI

Sharon AI is repeatedly described in company news and transaction communications as a High-Performance Computing company focused on AI and Cloud GPU Compute Infrastructure. Sharon AI operates GPU Compute-as-a-Service inside Tier IV co-location data centers and is involved in the development of specialized data center facilities, including joint ventures for large-scale AI data center campuses in Texas. Roth CH’s announced business combination with Sharon AI is intended to create a specialized AI/HPC cloud GPU infrastructure platform.

Public communications note that Sharon AI has GPU deployments across Tier IV data center facilities and has entered into a 50/50 joint venture, Texas Critical Data Centers LLC (TCDC), for the development of a large AI data center and power project in the Permian Basin of Texas. Sharon AI is also described as Australia’s leading "Neocloud" and a sovereign GPU cloud provider, with a hybrid operational model that includes both co-location deployments and the development of its own specialized data center projects.

Shareholder approvals and corporate transition

An 8-K filing dated December 4, 2025 reports that on December 2, 2025, Roth CH Acquisition Co. held an extraordinary general meeting of shareholders. At that meeting, shareholders approved multiple proposals related to the Business Combination Agreement with SharonAI Inc., the domestication of Roth CH from the Cayman Islands into Delaware, the adoption of new organizational documents for the domesticated parent, and the change of name of the domesticated parent to "SharonAI Holdings, Inc." Shareholders also approved the election of a slate of directors for the domesticated parent, an omnibus equity incentive plan, a reverse stock split authorization, and a stock issuance proposal related to a financing arrangement.

These approvals indicate that shareholders have authorized the key corporate steps necessary to complete the business combination and transition Roth CH from a Cayman Islands shell company into a Delaware corporation that will own SharonAI as a subsidiary. The filings describe the domestication merger, the acquisition merger, and related governance and capital structure changes, but do not themselves constitute completion of the transaction.

Regulatory filings and transaction process

Roth CH has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus describing the proposed transaction with Sharon AI. Company press releases and 8-K filings emphasize that investors and stockholders are urged to read the registration statement, proxy statement/prospectus and any amendments or supplements when available, as these documents contain important information about Roth CH, Sharon AI, the proposed transaction and related matters.

In an 8-K dated October 20, 2025, Roth CH reports that it and SharonAI Inc. prepared an investor presentation regarding the proposed business combination. Another 8-K dated October 20, 2025 (reporting an October 14, 2025 event) notes that the parties entered into an amendment to the Business Combination Agreement extending the outside date for closing to December 31, 2025. These filings underscore that the transaction is subject to conditions and that the parties have adjusted timelines through formal amendments.

Sector and classification

For industry classification purposes, Roth CH Acquisition Co. is identified as a shell company in the Financial Services sector, often grouped under "Shell Companies". Its primary role is as a special-purpose vehicle to effect a business combination rather than to conduct ongoing operations. The announced combination with Sharon AI, if completed as described in the filings and press releases, would transform the company into a holding entity for an operating AI/HPC infrastructure business.

Key structural features highlighted in filings

• Blank check shell structure: Roth CH is described in multiple press releases as a blank check shell domiciled in the Cayman Islands, with the intent to enter into a business combination with a growth company.
• Domestication and name change: Shareholders approved the domestication of Roth CH into Delaware and the change of name of the domesticated parent to "SharonAI Holdings, Inc." as part of the business combination process.
• Reverse stock split authorization: Shareholders authorized a reverse stock split and proportional capital stock reduction within a specified ratio range, to be implemented at the discretion of the board of directors of the domesticated parent within a defined period.
• Equity incentive plan and stock issuance: An omnibus equity incentive plan and a stock issuance proposal related to a financing arrangement with YA II PN, Ltd. were approved, reflecting the anticipated capital and compensation structure of the combined company.

Evergreen considerations for investors

Because Roth CH Acquisition Co. is a shell company focused on a specific business combination, much of the long-term relevance for investors lies in understanding the structure of the proposed transaction with Sharon AI and the governance and capital provisions approved by shareholders. The SEC filings and proxy materials provide detailed descriptions of the domestication, merger mechanics, share classes, voting thresholds for charter amendments, director removal provisions, and forum selection clauses.

Investors analyzing USCTF should consider that the company’s profile is defined by its role as a vehicle for the Sharon AI transaction, and that its future operations, if the transaction is completed, will reflect the AI and Cloud GPU Compute Infrastructure business of Sharon AI under the new holding company structure described in the Business Combination Agreement and related documents.