SecProbe.io

July 2, 2025
John Lipman
Chief Executive Officer
Roth CH Holdings, Inc.
2340 Collins Avenue, Suite 402
Miami, FL 33141
Re:Roth CH Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 4, 2025
File No. 333-287287
Dear John Lipman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-4/A filed June 04, 2025
Cover Page
1.We note your disclosure that you may be a controlled foreign company. Please clarify
your disclosure to state, if true, that upon the completion of the proposed merger, the
combined company will be a "controlled company" under the Nasdaq listing rules. To
the extent necessary, please also add a risk factor discussing the risks to shareholders
related to owning shares in a controlled company.
Prospectus Summary, page 24
Please provide a brief description in the prospectus summary of the material terms of
material financing transactions that have occurred or will occur in connection with the

 2.

July 2, 2025
Page 2
consummation of the de-SPAC transaction, the anticipated use of proceeds from these
financing transactions, and the dilutive impact, if any, of these financing transactions
on non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K.
3.Please revise the prospectus summary to include , in tabular format, the terms and
amount of the compensation received or to be received by the SPAC sponsor, its
affiliates, and promoters in connection with the de-SPAC transaction or any related
financing transaction, the amount of securities issued or to be issued by the SPAC to
the SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for
such securities in connection with the de-SPAC transaction or any related financing
transaction; and, outside of the table,   the extent to which that compensation and
securities issuance has resulted or may result in a material dilution of the equity
interests of non-redeeming shareholders of the special purpose acquisition company.
Refer to Item 1604(b)(4) of Regulation S-K.
Background of the Business Combination, page 122
4.We note that the Roth CH Holdings trust account was liquidated and the company
delisted from NASDAQ. Please revise here and elsewhere as appropriate to discuss
the business purpose and reasons for the merger between Sharon AI and Roth
CH Holdings. In that regard, we note that there are no funds available in the trust
account for use by Sharon AI in effectuating its business plan, and the transaction
appears to contemplate substantial dilution to existing shareholders. Finally, revise
your risk factors to discuss any regulatory restrictions on the combined entity due to
the merger with a blank-check company.
Roth CH Board of Directors' Reasons for the Approval of the Business Combination, page
125
5.Please revise to clarify whether the board obtained any projected financial metrics, or
a fairness opinion from a financial advisor. To the extent such information or opinion
was reviewed by the board, please include a discussion of those projections, and the
opinion.  To the extent they were not available to the board, please provide a
discussion regarding any potential limitations in evaluating the business and revise
your risk factors as appropriate.
The Business Combination Agreement , page 127
6.We note that you are focused on the “Artificial intelligence field of technology.”
Please expand your business operations disclosure to provide a materially complete
discussion regarding your artificial intelligence and high performance computing,
machine learning capabilities, and how they operate. In addition, clarify what datasets
your artificial  intelligence use and whether you utilize third- party artificial
intelligence products.
Unaudited Pro Forma Combined Financial Information
Unaudited Pro Forma Combined Balance Sheet, page 177
We note that you believe the Business Combination is not within the scope of ASC
805 because neither Domestication Sub or Roth meet the definition of a business in
accordance with ASC 805. We further note from adjustments 2(g) and 3(a) that you 7.

July 2, 2025
Page 3
are accounting for the Business Combination in accordance with ASC 718 with an
expense reflected for the difference between the fair value of the SharonAI Ordinary
Shares issued to Roth shareholders as compared to the fair value of Roth’s net
liabilities. Tell us why you believe the transactions should be accounted for in
accordance with ASC 718 with compensation expense recognized for the service of a
stock exchange listing. Clarify why fair value of SharonAI shares issued in exchange
for Roth shares is included in these adjustments. Please cite the authoritative literature
that supports your presentation. Describe your consideration of accounting for the
reverse recapitalization as a capital transaction for the net monetary assets of Roth and
Domestication Sub.  In addition, since there is a negative net monetary assets it would
appear that the transaction would result in a reduction of equity. Further, given that
the legal acquirer had a negative equity position, we believe that the amount of the
difference between the par value of securities owned by the shareholders of the shell
company and the net liability acquired should be charged to retained earnings rather
than additional paid- capital. That is, except for the Roth cash transaction costs it
appears the transaction should only impact equity. Please advise or revise.
Unaudited Pro Forma Combined Statement of Operations, page 178
8.Please explain why you have not included any transaction accounting adjustments for
the three months ended March 31, 2025.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SharonAI, page 222
9.Please tell us whether you performed interim and annual impairment tests for
goodwill and intangible assets and if so, revise your disclosures to include critical
accounting policies that discuss the results of the impairment analyses.  Also, given
the materiality of your goodwill balance and to provide investors with useful and
meaningful information necessary to understand how you determined whether
an impairment charge is necessary as well as the probability of future goodwill
impairment, please revise to provide the following disclosures:

•the date that you perform your annual goodwill impairment test each year;
•a discussion of how goodwill and intangible assets are tested, including whether
you performed a qualitative and/or quantitative test;
•the specific factors and critical assumptions used to estimate the fair value of the
reporting unit(s) and the degree of uncertainty associated with your key
assumptions;
•potential events and/or changes in circumstances that could reasonably be
expected to negatively affect your key assumptions and;
•the percentage by which the estimated fair value of your reporting unit(s) exceed
the carrying value and whether goodwill is at risk of impairment.

July 2, 2025
Page 4
SharonAI Consolidated Financial Statements
Consolidated Statements of Changes in Stockholders' Equity, page F-88
10.Please provide an itemized chronological schedule covering all SharonAI equity
instruments issued since the beginning of fiscal 2024 through the date of your
response. Please provide the following information separately for each equity
issuance:

•the date of the transaction;
•the identity of the recipient, indicating if the recipient was a related party;
•nature and terms of the transactions;
•the number of shares issued;
•per share amount paid;
•management’s fair market value per share estimate and how the estimate was
made and;
•an explanation of how the fair value of the preferred stock and common stock
relate.

Please reconcile each share issuance in your response to your Consolidated
Statements of Changes in Stockholders' Equity and cross reference such amounts to
the disclosures throughout your filing.
Notes to the Consolidated Financial Statements
Note 4. Acquisitions, page F-95
11.We note from your disclosures that the DSS Acquisition completed by SharonAI was
accounted for using the acquisition method of accounting for business combinations
under the provisions in ASC 805 and the excess of the purchase price over the
identifiable intangible and net tangible assets is allocated to goodwill.  Please provide
us with a detailed analysis that supports your accounting acquirer conclusion and an
evaluation of all the factors you considered in the identification of the accounting
acquirer.  We refer you to ASC 805-10-55-11 through 55-15.  As part of your
response, tell us your consideration of whether the DSS Acquisition represents a
common control transaction that is outside the scope of business combination
guidance and as such, the net assets of DSS should be recognized at carryover
basis. Specifically, address how you considered the guidance in ASC 805-10-15-4(c)
and ASC 805-50-15-6.
General
12.Please provide a tabular disclosure of the terms of any agreement, arrangement or
understanding regarding restrictions on transfers by the SPAC sponsor and its
affiliates. Refer to Item 1603 of Regulation S-K.
13.Please provide tabular disclosure in the prospectus of the difference between the price
of securities issued in the SPAC’s IPO and its net tangible book value per share. Refer
to Item 1602 of Regulation S-K.

July 2, 2025
Page 5
14.Please revise to include a dilution table complying with the requirements outlined in
Item 1604(c) of  Regulation S-K.
15.Please revise throughout to comply with each of the applicable components of Subpart
1600 of Regulation S-K, or tell us why it is not required.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Alexandria Kane