SEC Company Response from SharonAI Holdings (SHAZ) — Sep 10, 2025
SharonAI Holdings Inc.
Date: Sept. 10, 2025 · CIK: 0002068385 · Accession: 0001829126-25-007295
AI Filing Summary & Sentiment
File numbers found in text: 333-287287
Letter
Division of Corporation Finance Office of Technology Washington, D.C. 20549 Attn: Uwem Bassey Matthew Derby Re: Roth CH Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed August 12, 2025 File No. 333-287287
Dear Mr. Bassey,
We have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of July 2, 2025 with respect to the Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) submitted to the SEC on June 4, 2025 by Roth CH Holdings, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”). For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) submitted to the SEC concurrently with the submission of this letter.
Form S-4/A No. 2 filed August 12, 2025 Dilution
Net tangible book value per share, as adjusted, as of March 31, 2025, page 28
1. Please revise your disclosures to clarify the nature of your denominator adjustment for 2,379,616 shares of the Roth Class A Ordinary Common Stock. Please describe how the adjustment was calculated.
Response: We acknowledge the Staff’s comment and have revised the disclosure to correct the amount of the denominator adjustments for the current quarter on page 30.
Roth CH Board of Directors’ Reasons for the Approval of the Business Combination, page 132
2. We note your response to prior comment 5. Please revise to clarify whether the board obtained a fairness opinion in connection with the merger. To the extent they did not, consider revising your risk factors as appropriate.
Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 97 & 135 of the Amended Registration Statement.
Unaudited Pro Forma Combined Financial Information, page 194
3.
We note that on July 15, 2025, SharonAI entered into a Note Purchase Agreement with YA II PN, Ltd. (“YA”), pursuant to which YA has agreed to advance an aggregate principal amount up to $2.5 million to SharonAI evidenced by convertible promissory notes (“NPA Notes”) that are convertible into shares of common stock of SharonAI. Please tell us your consideration of including a pro forma adjustment for the Note Purchase Agreement. Confirm that this agreement has been executed.
Response: We acknowledge the Staff’s comment and respectfully advise that the Note Purchase Agreement with YA has been executed and delivered by each of the parties, the initial $500,000 loan has been funded, and the corresponding $500,000 NPA Note has been issued. The Company considered whether a pro forma adjustment for the Note Purchase Agreement would be appropriate, but determined not to include such an adjustment because no NPA Note may convert into shares until after the closing of the Business Combination. In addition, both parties’ expectations are that any conversion will occur only after Pubco’s shares are listed on a national exchange. As such, inclusion of a pro forma adjustment reflecting a presently indeterminable number of shares at a time when such shares could not legally be issued would not be appropriate.
With respect to the Yorkville agreements, we note that the facility is a non-committed option and does not represent a binding financing arrangement until drawn. Accordingly, until such time as the facility becomes committed, the Company has not reflected the Yorkville agreements in the pro forma financial information.
Unaudited Pro Forma Combined Statements of Operations, page 199
4. Since Roth is the acquiree, the estimated cost to be incurred after the historical period presented should not be reflected in the pro forma combined statements of operations. That is, the adjustment for the remaining estimated transaction costs expected to be incurred by Roth of approximately $1,297,915 should be removed.
Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see page 200 of the Amended Registration Statement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
SharonAI
Critical Accounting Polices and Estimates, page 243
5.
Your revised disclosures in response to prior comment 9 indicate that management evaluated macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and various entity specific events to determine that an impairment indicator was not present and an additional quantitative impairment test was not required. Please provide us with your qualitative assessment so that we may better understand how you determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount including goodwill.
Response: We acknowledge the Staff’s comment. In response, and in light of both the Staff’s observations and events occurring in the updated reporting period, the Company performed a quantitative goodwill impairment analysis in addition to its prior qualitative assessment. The results of this quantitative evaluation, together with the related disclosures, have been included in the Amended Registration Statement. Please see pages 244-245 of the Amended Registration Statement for the revised disclosure.
SharonAI Consolidated Financial Statements
Consolidated Statements of Changes in Stockholders’ Equity, page F-88
6.
We could not locate the attached file in response to prior comment 10. Please submit the attached file in your next submission or advise.
Response: We acknowledge the Staff’s comment and have provided the information from the file as Annex A hereto, which is at the end of this letter.
Consolidated Condensed Statements of Cash Flows, page F-89
7. Please revise your disclosures to remove the subtotal of “Cash used from operations” since such subtotals are not provided for in ASC 230 and could represent a non- GAAP liquidity measures. Refer to Item 10(e)(1)((ii)(C) of Regulation S-K. This comment also applies to the Consolidated Condensed Statements of Cash Flows for Distributed Storage Solutions Limited.
Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see page F-92 and F-119 of the Amended Registration Statement.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s counsel Alexandria Kane, Esq. at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email: akane@loeb.com or James A. Prestiano, Esq. at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email: jpresitano@loeb.com.
Thank you for your time and attention to this filing.
Sincerely,
Roth CH Holdings, Inc.
Show Raw Text
CORRESP
1
filename1.htm
ROTH
CH HOLDINGS, INC.
2340
Collins Avenue, Suite 402
Miami, FL 33141
September 10, 2025
Division of Corporation Finance
Office of Technology
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn:
Uwem Bassey
Matthew Derby
Re:
Roth CH Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 12, 2025
File No. 333-287287
Dear Mr. Bassey,
We have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of July 2, 2025 with respect to the Amendment No. 1 to the Registration Statement on Form S-4
(the “Registration Statement”) submitted to the SEC on June 4, 2025 by Roth CH Holdings, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”). For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all references to page numbers in the responses are references
to the page numbers in Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) submitted to the SEC concurrently with the submission of this letter.
Form S-4/A No. 2 filed August 12, 2025
Dilution
Net tangible book value per share, as adjusted, as of March 31, 2025, page 28
1.
Please revise your disclosures to clarify the nature of your denominator adjustment for 2,379,616 shares of the Roth Class A Ordinary Common Stock. Please describe how the adjustment was calculated.
Response: We acknowledge the
Staff’s comment and have revised the disclosure to correct the amount of the denominator adjustments for the current quarter on
page 30.
Roth CH Board of Directors’ Reasons for the Approval of the Business Combination, page 132
2.
We note your response to prior comment 5. Please revise to clarify whether the board obtained a fairness opinion in connection with the merger. To the extent they did
not, consider revising your risk factors as appropriate.
Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 97 & 135 of the Amended Registration Statement.
Unaudited Pro Forma Combined Financial Information, page 194
3.
We note that on July 15, 2025, SharonAI
entered into a Note Purchase Agreement with YA II PN, Ltd. (“YA”), pursuant to which YA has agreed to advance an
aggregate principal amount up to $2.5 million to SharonAI evidenced by convertible promissory notes (“NPA Notes”) that
are convertible into shares of common stock of SharonAI. Please tell us your consideration of including a pro forma adjustment for
the Note Purchase Agreement. Confirm that this agreement has been executed.
Response: We acknowledge the Staff’s
comment and respectfully advise that the Note Purchase Agreement with YA has been executed and delivered by each of the parties, the
initial $500,000 loan has been funded, and the corresponding $500,000 NPA Note has been issued. The Company considered whether a pro
forma adjustment for the Note Purchase Agreement would be appropriate, but determined not to include such an adjustment because no NPA
Note may convert into shares until after the closing of the Business Combination. In addition, both parties’ expectations are that
any conversion will occur only after Pubco’s shares are listed on a national exchange. As such, inclusion of a pro forma adjustment
reflecting a presently indeterminable number of shares at a time when such shares could not legally be issued would not be appropriate.
With respect to the Yorkville agreements, we note that the facility is a non-committed
option and does not represent a binding financing arrangement until drawn. Accordingly, until such time as the facility becomes committed, the Company has
not reflected the Yorkville agreements in the pro forma financial information.
Unaudited Pro Forma Combined Statements of Operations, page 199
4.
Since Roth is the acquiree, the estimated cost to be incurred after the historical
period presented should not be reflected in the pro forma combined statements of operations. That is, the adjustment for the remaining estimated transaction costs expected to be incurred by Roth of approximately $1,297,915 should be removed.
Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see page 200 of the Amended Registration Statement.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations of
SharonAI
Critical Accounting Polices and Estimates, page 243
5.
Your revised disclosures in response to prior
comment 9 indicate that management evaluated macroeconomic conditions, industry and market considerations, cost factors, overall
financial performance, and various entity specific events to determine that an impairment indicator was not present and an
additional quantitative impairment test was not required. Please provide us with your qualitative assessment so that we may better
understand how you determined that it is not more likely than not that the fair value of the reporting unit is less than its
carrying amount including goodwill.
Response: We acknowledge the Staff’s
comment. In response, and in light of both the Staff’s observations and events occurring in the updated reporting period, the Company
performed a quantitative goodwill impairment analysis in addition to its prior qualitative assessment. The results of this quantitative
evaluation, together with the related disclosures, have been included in the Amended Registration Statement. Please see pages 244-245
of the Amended Registration Statement for the revised disclosure.
SharonAI Consolidated Financial Statements
Consolidated Statements of Changes in Stockholders’ Equity, page F-88
6.
We could not locate the attached file
in response to prior comment 10. Please submit the attached file in your next submission or advise.
Response: We acknowledge the Staff’s comment and have provided the information from the file as Annex A hereto, which is at the end of this letter.
2
Consolidated Condensed Statements of Cash Flows, page F-89
7.
Please revise your disclosures to remove the subtotal of “Cash used from operations” since such subtotals are not provided for in ASC 230 and could represent a non- GAAP liquidity measures. Refer to Item 10(e)(1)((ii)(C) of Regulation S-K. This comment also applies to the Consolidated Condensed Statements of Cash Flows for Distributed Storage Solutions Limited.
Response: We acknowledge the Staff’s
comment and have revised the disclosures accordingly, see page F-92 and F-119 of the Amended Registration Statement.
Should you have any questions relating to the foregoing or wish to discuss any aspect
of the Company’s counsel Alexandria Kane, Esq. at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email:
akane@loeb.com or James A. Prestiano, Esq. at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email:
jpresitano@loeb.com.
Thank you for your time and attention to this filing.
Sincerely,
Roth CH Holdings, Inc.
/s/ John Lipman
Name:
John Lipman
Title:
Chief Executive Officer
cc:
Alexandria Kane
3
Annex A
SAI Share Transaction History Workbook
Summary
Shares
Authorized
Shares
Issued and
Outstanding
Fully Diluted
Shares
Fully Diluted
Ownership
Common Stock classes
Common (CS) Stock
2,958,000
1,067,213
1,067,213
72.53 %
Total Common Stock issued and outstanding
1,067,213
72.53 %
Preferred Stock classes
Series A Preferred (PSA) Stock
15,000
15,000
15,000
1.019 %
Series B Preferred (PSB) Stock (converting at 1 to 3.000003000003000003000003)
27,000
27,000
81,000
5.505 %
Total Preferred Stock issued and outstanding
96,000
6.524 %
Common Stock Warrants
Warrants (Common) (CSW)
8,195
0.557 %
Total Common Stock Warrants issued and outstanding
8,195
0.557 %
Convertibles
Total Convertibles issued
2024 Omnibus Equity Incentive Plan
300,000
RSAs not purchased
0.000 %
Options and RSUs issued and outstanding
62,654
4.258 %
Shares available for issuance under the plan
237,346
16.131 %
Totals
1,471,408
100.000 %
Annex A-1
Detail
Security
ID
Quantity
Outstanding
Share
Class
Price
Paid
Per Share
Acquisition
Date
Relationship
Status
Description
of
Transaction
Mapping
to
SOCE
PSA-001
5,000
Series A Preferred (PSA)
$1.00
02/21/2024
Related Party
Formation Preferrence Shares
Issuance of Series A preferred stock
PSA-002
5,000
Series A Preferred (PSA)
$1.00
02/21/2024
Related Party
Formation Preferrence Shares
Issuance of Series A preferred stock
PSA-003
5,000
Series A Preferred (PSA)
$1.00
02/21/2024
Related Party
Formation Preferrence Shares
Issuance of Series A preferred stock
PSB-001
9,000
Series B Preferred (PSB)
$1.00
02/21/2024
Related Party
Formation Preferrence Shares
Issuance of Series B preferred stock
PSB-002
9,000
Series B Preferred (PSB)
$1.00
02/21/2024
Related Party
Formation Preferrence Shares
Issuance of Series B preferred stock
PSB-003
9,000
Series B Preferred (PSB)
$1.00
02/21/2024
Related Party
Formation Preferrence Shares
Issuance of Series B preferred stock
CS-001
10,000
Common (CS)
$0.10
02/21/2024
Related Party
Formation Common Stock
Issuance of common stock
CS-002
10,000
Common (CS)
$0.10
02/21/2024
Related Party
Formation Common Stock
Issuance of common stock
CS-003
10,000
Common (CS)
$0.10
02/21/2024
Related Party
Formation Common Stock
Issuance of common stock
CS-004
70,000
Common (CS)
$1.00
05/06/2024
Related Party
Acquisition of Alternate Asset Management Pty Lts (Now SharonAI Pty Ltd)
Acquisition of AAM
CS-005
70,000
Common (CS)
$1.00
05/06/2024
Related Party
Acquisition of Alternate Asset Management Pty Lts (Now SharonAI Pty Ltd)
Acquisition of AAM
CS-006
70,000
Common (CS)
$1.00
05/06/2024
Related Party
Acquisition of Alternate Asset Management Pty Lts (Now SharonAI Pty Ltd)
Acquisition of AAM
CS-007
55,000
Common (CS)
$22.16
05/06/2024
Investor
Acquisition of Computer Assets and Filecoin
Acquisition of DIF
CS-008
105
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-009
347
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
Annex A-2
Security
ID
Quantity
Outstanding
Share
Class
Price
Paid
Per Share
Acquisition
Date
Relationship
Status
Description
of
Transaction
Mapping
to
SOCE
CS-010
209
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-011
209
Common (CS)
$39.00
06/28/2024
Related Party
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-012
35
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-013
122
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-014
105
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-015
2,431
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-016
417
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-017
209
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-019
35
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-020
35
Common (CS)
$39.00
06/12/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-021
35
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-022
70
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-023
70
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-024
694
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-025
4,830
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
Annex A-3
Security
ID
Quantity
Outstanding
Share
Class
Price
Paid
Per Share
Acquisition
Date
Relationship
Status
Description
of
Transaction
Mapping
to
SOCE
CS-026
70
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-027
70
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-028
347
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-029
69
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-030
35
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-031
25
Common (CS)
$39.00
06/28/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-032
868
Common (CS)
$39.00
06/12/2024
Investor
Share based Acquisition of Distributed Storage Solutions Limited
Acquisition of DSS
CS-035
122
Common (CS)
$