Roth CH Acquisition Co. Enters Material Definitive Agreement

TL;DR

Roth CH Acquisition Co. signed a big deal on Oct 14, 2025. More details in the filing.

AI Summary

Roth CH Acquisition Co. reported on October 14, 2025, an entry into a material definitive agreement. The filing also includes financial statements and exhibits. The company's former names include TKB Critical Technologies 1, with name changes occurring on September 14, 2023, and May 4, 2021.

Why It Matters

This filing indicates a significant development for Roth CH Acquisition Co., potentially related to a merger, acquisition, or other strategic transaction, which could impact its future business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant strategic move with inherent risks and uncertainties.

Key Players & Entities

• Roth CH Acquisition Co. (company) — Registrant
• TKB Critical Technologies 1 (company) — Former company name
• October 14, 2025 (date) — Date of earliest event reported
• September 14, 2023 (date) — Date of name change
• May 4, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share USCT None Warrants, eac
• $11.50 — ary share, each at an exercise price of $11.50 per share USCTW None Indicate by

Filing Documents

• rothchacq_8k.htm (8-K) — 56KB
• rothchacq_ex10-1.htm (EX-10.1) — 18KB
• 0001829126-25-008256.txt ( ) — 288KB
• usct-20251014.xsd (EX-101.SCH) — 4KB
• usct-20251014_def.xml (EX-101.DEF) — 26KB
• usct-20251014_lab.xml (EX-101.LAB) — 36KB
• usct-20251014_pre.xml (EX-101.PRE) — 25KB
• rothchacq_8k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2340 Collins Avenue ; Suite 402 Miami Beach , FL 33139 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (949) 720-7133 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A ordinary shares, par value $0.0001 per share USCT None Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share USCTW None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on January 28, 2025, Roth CH Acquisition Co., a Cayman Islands exempted company (the "Parent"), entered into that certain Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among the Parent, Roth CH Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Parent (the "Domestication Sub"), Roth CH Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Parent ("Merger Sub"), and SharonAI Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meaning given to them in the Business Combination Agreement. On October 14, 2025, the parties to the Business Combination Agreement entered into an Amendment (the "Amendment") to the Business Combination Agreement, pursuant to which the Outside Date was extended to December 31, 2025. Important Information for Investors and Stockholders This document relates to a proposed transaction between the Parent and the Company. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. the Parent has filed a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of the Parent, referred to as a "proxy statement/prospectus." A proxy statement/prospectus will be sent to all the Parent stockholders. the Parent also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of the Parent are urged to read the registration statement, the proxy as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Parent through the website maintained by the SEC at www.sec.gov. Forward Looking Statements Certain generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not achievement of the conditions necessary for the closing of the Business Combination, other performance metrics and projectio

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View this 8-K filing on SEC EDGAR