SharonAI Holdings Inc-A美股招股说明书(2026-04-22版)

5,302,072 Shares of Class A Ordinary Common Stock Up to 214,982 Shares of Class A Ordinary Common Stock Upon Exercise of Certain Private Warrants Up to 230,000 Shares of Common Stock Underlying Public Warrants This prospectus relates to the offer and resale of up to an aggregate of (i) 4,927,071 shares (the “BCA Shares”) of Class A Ordinarycommon stock, par value $0.0001 per share (“Class A Ordinary Common Stock”) of SharonAI Holdings Inc. (the “Company”) issuedon December 17, 2025 pursuant to terms of that Business Combination Agreement, dated January 28, 2025 (the “BusinessCombination Agreement”), by and among Roth CH Acquisition Co. (“Roth CH”), SharonAI Inc. (“SharonAI”), Roth CH Holdings,Inc. (“Pubco”) and Roth CH Merger Sub, Inc. (“Merger Sub”) on December 17, 2025; (ii) 375,001 shares of Class A OrdinaryCommon Stock issued upon conversion of those certain convertible notes issued by Pubco in December 2025 (the “Note ConversionShares,” together with BCA Shares, the “Shares” and (iii) 214,982 shares of Class A Ordinary Common Stock (“Private WarrantShares”) issuable upon the exercise of common stock purchase warrants (the “Private Warrants”) to be issued pursuant to the terms ofthe Business Combination Agreement to purchase up to 214,982 shares of Class A Ordinary Common Stock at an exercise price of$575.00 per share of Class A Ordinary Common Stock. In connection with the Business Combination contemplated by the BusinessCombination Agreement, Roth CH has merged with and into Pubco with the Pubco as the surviving corporation (the “DomesticationMerger”) and Merger Sub has merged with and into SharonAI with the SharonAI as the surviving corporation (the “AcquisitionMerger” and collectively with the Domestication Merger the “Business Combination”) on or about the date of effectiveness of theregistration statement of which this prospectus forms a part. Upon consummation of the Business Combination described herein,Pubco was renamed SharonAI Holdings Inc. and is also referred to in this prospectus as the “Company.” In addition, this prospectus relates to the issuance by us of up to 230,000 shares of Class A Ordinary Common Stock (the “PublicWarrant Shares,” together with the Private Warrant Shares, the “Warrant Shares”) that are issuable upon the exercise of the publicwarrants at an exercise price per share of Class A Ordinary Common Stock of $575.00 (the “Public Warrants,” and together with thePrivate Warrants, the “Warrants”) contained in the units sold at a price of $10.00 per unit in Roth CH’s October 26, 2021 initial publicoffering. The holders of the Shares, and the Private Warrant Shares are each referred to herein as a “Selling Shareholder” and collectively as the“Selling Shareholders.” This prospectus describes the general manner in which the Shares and the Private Warrant Shares may be offered and sold. Ifnecessary, the specific manner in which the Shares and the Private Warrant Shares may be offered and sold will be described in asupplement to this prospectus. The Private Warrants were issued to the applicable Selling Shareholders in connection with privateplacement offerings pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation Dpromulgated thereunder. The Shares and the Private Warrant Shares will be resold from time to time by the Selling Shareholders listed in the section titled“Selling Shareholders” beginning on page 43. The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in whatamount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We providemore information about how a Selling Shareholder may sell its Shares in the section titled “Plan of Distribution” on page 109. We are registering the Shares, and the Private Warrant Shares on behalf of the Selling Shareholders, to be offered and sold by themfrom time to time. While we will not receive any proceeds from the sale of Shares and/or the Warrant Shares by the SellingShareholders in the offering described in this prospectus, we may receive up to (i) $575.00 per share of Class A Ordinary Stock uponthe cash exercise of the Private Warrants; and (ii) $575.00 per share of Class A Ordinary Stock upon the cash exercise of the PublicWarrants. Upon the exercise of the Warrants for all 444,982 shares of Class A Ordinary Stock by payment of cash, we would receiveaggregate gross proceeds of approximately $256 million. However, we cannot predict when and in what amounts or if any of theWarrants will be exercised, and it is possible that the Warrants may expire and never be exerc