SecProbe.io

CORRESP
1
filename1.htm

SHARONAI
HOLDINGS INC.

745
5th Ave, Suite 500

New
York, NY 10151

August
12, 2026

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    SharonAI
    Holdings, Inc.

    Form
    S-1 Registration Statement

    File
    No. 333-297885

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Silo Pharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Friday August 14, 2026, or as soon thereafter as possible.

Please
notify Greg Carney of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

    SHARONAI
    HOLDINGS INC.

    By:
    /s/
    James Manning

    Name:
    James
Manning

    Title:
    Chief
    Executive Officer

    -1-

August 6, 2026
James Manning
Chief Executive Officer
SharonAI Holdings Inc.
745 Fifth Avenue, Suite 500
New York, NY 10151
Re: SharonAI Holdings Inc.
Registration Statement on Form S-1
Filed July 31, 2026
File No. 333-297885
Dear James Manning:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Greg Carney

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2026

James Manning
Chief Executive Officer
SharonAI Holdings Inc.
745 Fifth Avenue , Suite 500
New York , NY 10151

 Re: SharonAI Holdings Inc.
 Registration Statement on Form S-1
 Filed June 5, 2026
 File No. 333-296559
Dear James Manning:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Edwin Kim at 202-551-3297 or Jan Woo at 202-551-3453 with
any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Greg Carney, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SHARONAI
HOLDINGS INC.

 745
5th Ave, Suite 500

 New
York, NY 10151

 June
9, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 SharonAI
 Holdings, Inc.

 Form S-1
 Registration Statement

 File
 No. 333-296559

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Silo Pharma, Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Thursday June 11, 2026, or as soon thereafter as possible.

 Please
notify Greg Carney of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 SHARONAI
 HOLDINGS INC.

 By:
 /s/
 James Manning

 Name:
 James
Manning

 Title:
 Chief
 Executive Officer

 - 1 -

CORRESP
 1
 filename1.htm

 SHARONAI HOLDINGS INC.

 745 5th Ave, Suite 500

 New York, NY 10151

 February 11, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 SharonAI Holdings Inc.

 Form S-1 Registration Statement

 File No. 333-292798

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, SharonAI Holdings Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:30 p.m., Eastern Daylight Time, on Thursday February 13, 2026, or as soon thereafter as possible.

 Please notify Greg Carney
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

 SHARONAI HOLDINGS INC.

 By:
 /s/ James Manning

 Name:
 James Manning

 Title:
 Chief Executive Officer

 - 1 -

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 23, 2026

James Manning
Chief Executive Officer
SharonAI Holdings, Inc.
745 5th Ave, Suite 500
New York, NY 10151

 Re: SharonAI Holdings, Inc.
 Registration Statement on Form S-1
 Filed January 16, 2026
 File No. 333-292798
Dear James Manning:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ROTH
CH HOLDINGS, INC.

2340
Collins Avenue, Suite 402

Miami,
FL 33141

September 30, 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. 3 to Registration Statement on Form S-4

Filed September 11, 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 September 25, 2025 with respect to the Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration
Statement”) filed with the SEC on September 11, 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. 4 to the Registration Statement (the “Amended
Registration Statement”) filed with the SEC concurrently with the filing of this letter.

Amendment
No. 3 to Form S-4

Distributed Storage Solutions Limited Consolidated Financial Statements

For
the Six-Month Period Ended June 30, 2024

Consolidated Statements of Cash Flows, page F-146

    1.
    We note your response to prior comment 7. Please make a similar revision to remove the subtotal of “Cash generated/(used) from operations” within the reconciliation to “Net cash flows from/(used in) operating activities.”

Response: We acknowledge the Staff’s
comment and have revised the disclosures accordingly, see page F-146 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

September 25, 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. 3 to Registration Statement on Form S-4
Filed September 11, 2025
File No. 333-287287
Dear John Lipman:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our August 28, 2025 letter.
Amendment No. 3 to Form S-4
Distributed Storage Solutions Limited Consolidated Financial Statements
For the Six-Month Period Ended June 30, 2024
Consolidated Statements of Cash Flows, page F-146
1.We note your response to prior comment 7.  Please make a similar revision to
remove the subtotal of “Cash generated/(used) from operations” within the
reconciliation to "Net cash flows from/(used in) operating activities."

September 25, 2025
Page 2
            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

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)
    $

August 28, 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. 2 to Registration Statement on Form S-4
Filed August 12, 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. Unless we note
otherwise, any references to prior comments are to comments in our July 02, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4
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.
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.

August 28, 2025
Page 2
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.
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.
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.
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.
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.

August 28, 2025
Page 3
            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

CORRESP
1
filename1.htm

ROTH CH HOLDINGS, INC.

2340 Collins Avenue, Suite 402

Miami, FL 33141

August 12, 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. 1 to Registration Statement on Form S-4
Filed June 4, 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 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.

Response: We acknowledge the Staff’s comment and respond that upon the completion of the proposed merger, the combined company will not be a “controlled company” under the Nasdaq listing rules. Accordingly, no revisions have been made to the Amended Registration Statement.

Prospectus Summary, page 24

    2.
    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 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.

Response: We acknowledge the Staff’s comment and note that the Company is not a SPAC and as such is not subject to Item 1604(b)(5) of Regulation S-K, however, the Company has revised its disclosures. See pages 25, 88, 89 and 175-188 of the Amended Registration Statement.

    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.

Response:
We acknowledge the Staff’s comment and note that the Company is not a SPAC and as such is not subject to Item 1604(b)(4) of
Regulation S-K, however, the Company has revised its disclosures. See Cover Page and pages 14 of the Amended Registration
Statement.

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.

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly. Please see pages 131 of the Amended Registration Statement discussing the business purpose and reasons for the merger in light of there being no funds available in the trust account for use by Sharon AI in effectuating its business plan, and the transaction contemplating dilution to existing shareholders. Please see pages 132 of the Amended Registration Statement discussing regulatory restrictions on the combined entity due to the merger with a blank-check company.

    2

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.

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 134 of the Amended Registration Statement.

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.

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 135 of the Amended Registration Statement where we clarify that SharonAI provides high performance computing infrastructure-as-a-service, but does not develop artificial intelligence technologies or applications.

Unaudited
Pro Forma Combined Financial Information
Unaudited Pro Forma Combined Balance Sheet, page 177

    7.
    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 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.

Response:
We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 197, 200, 203 and 204 of the
Amended Registration Statement.

    3

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the staff of the following response regarding pro-forma adjustments.

The pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X, which requires presentation of pro forma condensed financial information to illustrate the effects of significant transactions as if they had occurred at the beginning of the fiscal year presented. Accordingly, the pro forma adjustments reflect the consummation of the transaction as if it had occurred on January 1, 2024.

As a result, all transaction-related adjustments, including purchase accounting allocations, acquisition-related expenses, and any financing impacts, have been fully reflected in the pro forma statement of operations for the fiscal year ended December 31, 2024 and in the pro forma balance sheet as of March 31, 2025. The March 31, 2025 pro forma balance sheet reflects the historical balance sheet of the combined entity as of that date, inclusive of the effects of the transaction as if it had occurred on January 1, 2024.

No further pro forma adjustments were required for the three months ended March 31, 2025, as there were no material transactions or events during that interim period that would necessitate modification of the historical financial results to conform with the pro forma presentation or to reflect synergies, restructuring actions, or other transaction-related impacts consistent with FRM 3250.5

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;

    4

    ●
    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.

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 223 of the Amended Registration Statement.

Goodwill is tested for impairment at least annually, at the beginning of the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Finite- lived intangible assets are assessed for impairment under ASC 360-10 if events suggest their carrying amount may not be recoverable. The Company did not identify any impairment indicators and thus did not perform an impairment analysis on the intangible assets.

The Company performs its goodwill impairment assessment in accordance with the guidance in ASC 350, Intangibles—Goodwill and Other, using both qualitative and quantitative factors. In accordance with the standard, management evaluated qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If such indicators are present, a quantitative impairment test is performed to determine whether the carrying amount of goodwill exceeds its fair value. Based on the qualitative assessment there were no indicators identified requiring a further quantitative analysis.

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.

Response:
Please see attached file “SAI Share Transaction History Workbook” for complete details of all equity transactions in SharonAI
since inception.

    5

All equity transactions described herein have been valued based on management’s good faith estimate of the Company’s overall valuation at the time of issuance. This estimation has been informed by various qualitative and quantitative factors, including the Company’s operational progress, financial performance, market conditions, industry progress, and the terms upon which third-party investors have been willing to invest capital. In particular, management has considered the implied valuation from recent arms-length financings and expressions of investor interest as indicative of fair value for equity instruments issued in such transactions.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the staff of the following analysis related to the DSS Acquisition.

Consistent with the guidance in ASC 805-10-15-4(c) and ASC 805-50-15-6, we evaluated whether the DSS Acquisition represents a common control transaction that is outsid

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