M&A - Roth CH Acquisition Co.

Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000182912625002116

Filing Summary: Roth CH Acquisition Co. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, detailing its business operations, recent developments, and a proposed Business Combination Agreement. The Company entered a Business Combination Agreement on January 28, 2025, with Roth CH Holdings, Inc., Roth CH Merger Sub, Inc., and SharonAI Inc., aiming to re-domicile to Delaware through a process called the Domestication Merger. This merger involves merging the Company with a wholly owned subsidiary, followed by a merger between Roth CH Merger Sub and SharonAI, where SharonAI will become a wholly-owned subsidiary of the new parent company. The merger consideration includes the issuance of 560,835,633 shares of common stock of the Domesticated Parent upon closing. Additionally, the Company reported its financial standing, noting a substantial market value and significant offerings from its previous IPO, alongside future projections and the impact of forward-looking statements regarding their business strategies.

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Form Type: 425

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000182912625001731

Filing Summary: Roth CH Acquisition Co. announces a Business Combination Agreement with Sharon AI, Inc., focusing on the deployment of a significant AI supercomputer in Australia. The planned 'Sharon AI Supercluster' will feature a 1016 GPU cluster supported by NVIDIA technology, enhancing AI capabilities in the region. This endeavor aims to establish Australia as an AI innovation hub and provide high-performance computing resources to researchers and businesses. The cluster’s first phase will include NVIDIA H200 GPUs expected to be operational in Q2 2025. Roth CH plans to file a registration statement with the SEC related to this transaction, which is intended to facilitate the entry of Sharon AI into U.S. markets via a reverse merger. This marks a strategic move to solidify both companies' positions in the AI landscape, emphasizing performance, energy efficiency, and collaboration with partners like NVIDIA and NEXTDC.

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Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625001269

Filing Summary: On February 27, 2025, Sharon AI and New Era Helium announced their intention to acquire a 200-acre site in Ector County, Texas for a joint venture aimed at developing a 250MW Net-Zero Energy AI/HPC Data Center. Sharon AI has entered into a Business Combination Agreement with Roth CH Acquisition Co, which is positioned as a blank check company looking to merge with a growth company. The acquisition is conditional upon due diligence and the negotiation of definitive agreements, expected to finalize within ninety days. The site is deemed ideal for the project due to its existing CO2 infrastructure, accessibility to key resources, and planned utilization of Carbon Capture Utilization Storage technology. Project milestones include updates on entitlements and partnerships, with initial operations projected to commence by late 2026.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000182912625000573

Filing Summary: Roth CH Acquisition Co. has executed a Business Combination Agreement (BCA) with Sharon AI Inc. The transaction values Sharon AI at $65 million enterprise value, translating to a $70 million equity value considering $5 million cash. Sharon AI stockholders will receive approximately 454.46 shares of Roth CH for each share held, implying a pro forma valuation of about $0.12 per Roth CH share. Financial advisors Craig-Hallum Capital Group and Roth Capital Partners have been appointed to assist in this transaction. Upon successful completion, a NASDAQ uplisting is anticipated, and the combined entity will be renamed SharonAI Holdings Inc. Most SharonAI stockholders will not face lockup, though co-founders and senior management will voluntarily lock up over 35% of shares. Next steps for stockholders include confirmations and a registration statement on Form S-4 to facilitate the transaction, which requires stockholder consent for approval.

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Form Type: 425

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000182912625000487

Filing Summary: On January 28, 2025, Roth CH Acquisition Co. entered into a Business Combination Agreement with SharonAI Inc., marking a significant merger. This follows a re-domiciliation from the Cayman Islands to Delaware. The agreement entails a two-step process: firstly, Roth CH Acquisition Co. will merge into a subsidiary in Delaware, creating SharonAI Holdings, Inc. as the surviving entity. Secondly, Roth CH Merger Sub will merge with SharonAI Inc., leading to SharonAI Inc. becoming a wholly owned subsidiary of the new entity. The transaction will involve an aggregate consideration of approximately 560 million shares of common stock of the new parent company. There are provisions for the treatment and conversion of various classes of stock and options in the context of these mergers, and an investment of over $5 million is anticipated through a PIPE Investment. The agreement outlines conditions to closing, including necessary approvals and representations by both parties.

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Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625000486

Filing Summary: Roth CH Acquisition Co. has entered into a Business Combination Agreement with Roth CH Holdings, Inc., Roth CH Merger Sub, Inc., and SharonAI Inc. on January 28, 2025. The Agreement outlines the process for the business combination which involves Roth CH Acquisition Co. re-domiciling from the Cayman Islands to Delaware through a merger with a subsidiary. Following this, the Merger Sub will merge with SharonAI Inc., making it a wholly-owned subsidiary of the newly established Delaware corporation. The merger involves considerable share conversions and restructuring, with 560,835,633 shares of common stock of the new entity to be issued. The company is focused on the high-performance computing and artificial intelligence sectors. The completion of this Acquisition is subject to certain conditions and requires approvals from stockholders and regulatory bodies. The deal will also see a private investment of over $5,000,000 to support the transition, with provisions for various representations, warranties, and covenants described in the agreement. Additionally, there are support agreements in place from key stakeholders to favor the merger and its execution.

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