Roth CH Acquisition Co. Reports Significant Decrease in Net Income for Fiscal Year 2024

Roth CH Acquisition Co. has reported its financial performance for the fiscal year ending December 31, 2024, revealing a net income of $119,065, a significant decrease from the previous year's net income of $2,586,752. The current year's income primarily stemmed from interest earned on marketable securities held in the Trust Account, totaling $435,437, and a change in the fair value of warrant liabilities amounting to $333,750. In contrast, the previous year’s results were bolstered by a forgiveness of debt of $4,692,176, alongside interest income of $2,509,662, which was offset by operational costs of $4,416,661 and other expenses.

The company has undergone notable changes since its last fiscal period, including a strategic shift in its business model. Roth CH Acquisition Co. entered into a Business Combination Agreement on January 28, 2025, with SharonAI Inc., a company focused on high-performance computing and artificial intelligence. This agreement outlines a series of transactions, including the re-domiciliation of Roth CH Acquisition Co. from the Cayman Islands to Delaware, and the merger with SharonAI, which is expected to result in the issuance of 560,835,633 shares of common stock.

Operationally, Roth CH Acquisition Co. has faced challenges, particularly in liquidity. As of December 31, 2024, the company reported cash reserves of only $6,738, raising concerns about its ability to fund ongoing operations and pursue its acquisition strategy. The company has indicated that it may need to secure additional financing to cover operational costs and due diligence expenses related to potential business combinations. The Trust Account, which previously held $234,600,000 from the initial public offering, has been fully liquidated following shareholder approval of an amendment to the Articles of Association on April 29, 2024.

The company has also experienced changes in its corporate structure and governance. Following a Securities Transfer Agreement in June 2023, Roth CH Acquisition Co. transitioned to a new sponsor and underwent a name change. The company has a small executive team of seven officers, who are not required to commit specific hours to the company, potentially impacting the pace of its business combination efforts. The company has evaluated over 350 potential target businesses since its initial public offering, indicating a proactive approach to identifying suitable acquisition opportunities.

Looking ahead, Roth CH Acquisition Co. has expressed a commitment to completing its business combination with SharonAI, although it acknowledges the inherent risks and uncertainties associated with such transactions. The company’s management has outlined plans to enhance its internal controls and financial reporting processes, particularly in light of identified material weaknesses. The outlook remains cautious, with management emphasizing the need for additional capital to support its operations and strategic objectives in the coming year.