8-K
filed December 22, 2025, 6:59 PM ET
ticker SHAZ
CIK 0002068385
M&A
confidence high
sentiment neutral
materiality 0.75
SharonAI Holdings Inc. (SHAZ): M&A transaction — SharonAI Holdings completes SPAC merger; 576M shares outstanding, $2.25M notes issued
SharonAI Holdings Inc.
- Business combination closed Dec 16-17, 2025: Roth CH merged into Pubco, SharonAI became wholly-owned subsidiary.
- Post-close share count: 576,165,334 Common Stock; warrants to purchase 25,974,326 shares.
- Issued $2.25M convertible notes at 10% interest, convertible at $0.12/share, maturing Dec 17, 2026 for working capital.
- Amended Yorkville agreements: suspended obligations until Jan 20, 2026, initial $350k payment, final payment to terminate.
- Adopted new charter and bylaws; renamed to SharonAI Holdings Inc., authorized capital increased to 906M shares.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
SharonAI Holdings Inc. issued convertible note to three accredited investors for aggregate amount of $2,250,000.
- Security
- convertible note
- Purchaser
- three accredited investors
- Consideration
- aggregate amount of $2,250,000
Exact text from the filing
On December 17, 2025 Pubco issued convertible promissory notes to three accredited investors pursuant to which it issued convertible promissory notes in the aggregate amount of $2,250,000 to the investors in consideration of $2,250,000.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
SharonAI Holdings Inc. issued common stock.
- Security
- common stock
Exact text from the filing
on December 16, 2025, Pubco filed the New Charter with the Delaware Secretary of State, and also adopted the New Bylaws, which replace Roth CH’s governing documents in effect as of such time, respectively.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
SharonAI Holdings Inc. issued 18,749,999 shares of common stock for automatic conversion of the December 2025 Convertible Notes.
- Security
- common stock
- Shares
- 18,749,999 shares
- Consideration
- automatic conversion of the December 2025 Convertible Notes
Exact text from the filing
On December 18, 2025, Pubco issued 18,749,999 shares of its Class A Ordinary Common Stock upon the automatic conversion of the December 2025 Convertible Notes.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
SharonAI Holdings Inc. issued 2,249,000 shares of common stock to certain former officers and directors of Roth CH for cancellation of indebtedness.
- Security
- common stock
- Shares
- 2,249,000 shares
- Purchaser
- certain former officers and directors of Roth CH
- Consideration
- cancellation of indebtedness
Exact text from the filing
On December 17, 2025, Pubco issued 2,249,000 shares of its Class A Ordinary Common Stock to certain former officers and directors of Roth CH in consideration of cancellation of indebtedness held by them.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SharonAI Holdings Inc.: Filed new Charter with Delaware Secretary of State, replacing prior governing document (effective 2025-12-16).
- Change
- charter amendment
- Effective
- 2025-12-16
Exact text from the filing
on December 16, 2025, Pubco filed the New Charter with the Delaware Secretary of State
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SharonAI Holdings Inc.: Adopted new Bylaws, replacing Roth CH's governing documents (effective 2025-12-16).
- Change
- bylaw amendment
- Effective
- 2025-12-16
Exact text from the filing
and also adopted the New Bylaws, which replace Roth CH’s governing documents in effect as of such time, respectively
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SharonAI Holdings Inc.: Pubco ceased to be a shell company upon consummation of the Business Combination.
- Change
- shell status
Exact text from the filing
On the Effective Date, Pubco ceased to be a shell company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SharonAI Holdings Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors.
- Change
- code of ethics
Exact text from the filing
the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company (including its Chief Executive Officer and other executive and senior financial officers)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
SharonAI Holdings Inc. underwent a change of control involving SharonAI Inc. for 521,820,420 shares of Pubco Class A Ordinary Common Stock; 6,816,948 shares of Pubco Class B Super Common Stock; 23,939,758 Restrictive Stock Units, 4,634,181 o (closed 2025-12-17).
- Action
- change of control
- Counterparty
- SharonAI Inc.
- Consideration
- 521,820,420 shares of Pubco Class A Ordinary Common Stock; 6,816,948 shares of Pubco Class B Super Common Stock; 23,939,758 Restrictive Stock Units, 4,634,181 o
- Closing
- 2025-12-17
Exact text from the filing
”). In connection with the Business Combination, Pubco was renamed “SharonAI Holdings Inc.” On the Effective Date, (a) the shareholders of SharonAI were issued an aggregate of 521,820,420 shares of Pubco Class A Ordinary Common Stock (“ Class A Ordinary Common Stock ”); an aggregate of 6,816,948 shares of Pubco Class B Super Common Stock (“ Class B Super Common
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SharonAI Holdings Inc. amended YA Amendment with YA II PN, Ltd valued at $350,000 initial payment, plus final payment equal to outstanding principal, Redemption Premium, acc (effective 2025-12-15).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- YA II PN, Ltd
- Value
- $350,000 initial payment, plus final payment equal to outstanding principal, Redemption Premium, acc
- Effective
- 2025-12-15
Exact text from the filing
On December 15, 2025, SharonAI entered into an Amendment (the “ YA Amendment ”) to Convertible Promissory Notes and Note Purchase Agreement (the “ YA Agreements ”) with YA II PN, Ltd (“ YA ”).
View on SEC.gov
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