As filed with the Securities and Exchange Commission on January 16, 2026

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As filed with the Securities and Exchange Commission on June 5, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

SHARONAI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

7370

41-2349750

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification Number)

745 Fifth ~~5th Ave~~Avenue, Suite 500 New York, NY 10151

Tel. No. (347) 212-5075

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Wolfgang Schubert~~James Manning

745 Fifth ~~5th Ave~~Avenue, Suite 500 New York, NY 10151

New York, NY 10151

Tel. No. (347) 212-5075

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to:

Chad R. Ensz, Esq. ~~Gregory Carney, Esq.Sheppard Mullin Richter & Hampton LLP 12275 El Camino Real, Suite 100 San Diego, CA 92130-4092 (858)-720-8900~~

Gregory Carney, Esq.

Sheppard Mullin Richter & Hampton LLP

12275 El Camino Real, Suite 100

San Diego, CA 92130-4092

(858)-720-8900

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule l2b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~Table~~The information ofin ~~Contents~~this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~The~~PRELIMINARY ~~information~~PROSPECTUS inSUBJECT ~~this~~TO ~~prospectus~~COMPLETION isDATED ~~not~~JUNE ~~complete~~5, and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offeror sale is not permitted.2026

~~PRELIMINARY~~SHARONAI HOLDINGS ~~PROSPECTUS SUBJECT TO COMPLETION DATED JANUARY 16, 2026~~INC.

~~SHARONAI HOLDINGS~~$350,000,000 Principal ~~INC~~Amount of 6.00% Convertible Senior Notes due 2031

~~5,270,586 Shares of Class A Ordinary Common Stock~~and

Up to ~~214~~11,~~982~~292,009 Shares of Class A Ordinary Common Stock ~~Upon~~Issuable ~~Exercise~~on Conversion of ~~Certain~~the ~~Private Warrants~~Notes

UpThis prospectus relates to ~~230~~the offer and resale, from time to time, of up to 11,292,009 shares (the “Shares”) of Class A ordinary common stock, $0.0001 par value per share (“Class A Ordinary Common Stock”) of SharonAI Holdings Inc., a Delaware corporation (the “Company”) by the selling securityholders named in this prospectus, including their permitted transferees, donees, pledgees and other successors-in-interest (each, a “Selling Securityholder” and, collectively, the “Selling Securityholders”), issuable upon conversion of those certain $350,000,000 6.00% Convertible Senior Notes due 2031 (the “Notes”). The number of Shares registered under this prospectus represent the maximum number of Shares issuable pursuant to the terms of the Notes, including payment of interest on the Notes through May 1, 2031 (the “Maturity Date”), determined as if the outstanding Notes were converted in full at the maximum Conversion Rate of 24.8750 shares of Class A Ordinary Common Stock ~~Underlying~~per ~~Public~~$1,000 ~~Warrants~~of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes. Of the 11,292,009 Shares being registered that are issuable upon conversion of the Notes, 8,706,250 Shares may be issued pursuant to the conversion of the principal amount of the Notes, and 2,585,759 Shares may be issued pursuant to the conversion of accrued interest over the term of the Notes.

This prospectus also relates to the offer and ~~resale of~~sale upfrom time to antime ~~aggregate~~by ~~of (i) 4,895,585 shares (~~the ~~“BCA~~Selling ~~Shares”)~~Securityholders of ~~Class~~the ANotes ~~Ordinary~~themselves. ~~common~~The ~~stock,~~Notes ~~par value $0.0001~~bear ~~per~~interest ~~share~~at ~~(“Class~~a Arate ~~Ordinary~~of ~~Common~~6.00%. ~~Stock”)~~We ofwill ~~SharonAI~~pay ~~Holdings,~~interest ~~Inc.~~on (the ~~“Company”)~~Notes ~~issued~~ on ~~December~~ 17January 1, ~~2025~~April ~~pursuant~~1, toJuly ~~terms~~1 ofand ~~that~~October ~~Business~~1 ~~Combination~~of ~~Agreement,~~each ~~dated January 28~~year, ~~2025 (the “Business Combination~~beginning ~~Agreement”)~~July 1, by2026. ~~and~~Each ~~among~~Note ~~Roth~~(or CHany ~~Acquisition~~portion ~~Co.~~of ~~(“Roth~~a ~~CH”~~Note), ~~SharonAI~~is ~~Inc.~~convertible ~~(“SharonAI”), Roth~~at CHa ~~Holdings,~~holder’s ~~Inc.~~option ~~(“Pubco”)~~into ~~and~~an ~~Roth~~amount CHof ~~Merger~~Shares ~~Sub,~~equal ~~Inc.~~to ~~(“Merger~~the ~~Sub”)~~initial Conversion onRate ~~December~~of ~~17,~~20.7292 ~~2025; (ii) 375,001~~ shares of Class A Ordinary Common Stock ~~issued~~per ~~upon~~$1,000 ~~conversion~~ of ~~those~~the ~~certain~~sum ~~convertible~~of ~~notes~~the ~~issued~~aggregate byprincipal ~~Pubco~~amount inof ~~December~~Notes, ~~2025~~plus ~~(the~~all ~~“Note~~accrued ~~Conversion~~and ~~Shares,”~~unpaid ~~together~~interest ~~with~~on ~~BCA~~such ~~Shares~~Notes, ~~the~~which ~~“Shares”~~is ~~and~~equivalent ~~(iii)~~to ~~214,982~~a ~~shares of~~conversion ~~Class~~price Aof ~~Ordinary~~approximately ~~Common~~$48.24 ~~Stock~~per ~~(“Private~~share ~~Warrant Shares”) issuable upon the exercise~~ of ~~common stock purchase warrants~~Class ~~(the~~A ~~“Private~~Ordinary ~~Warrants”)~~Common toStock, besubject ~~issued pursuant~~ to ~~the~~adjustment ~~terms~~and ofa ~~the~~maximum ~~Business~~Conversion ~~Combination~~Rate ~~Agreement to purchase up to 214,982 shares~~ of ~~Class~~24.8750 Aand ~~Ordinary~~a ~~Common~~Conversion ~~Stock~~Price atfloor ~~an exercise price~~ of $~~575~~40.00201. The ~~per~~conversion ~~share~~price ofis ~~Class~~subject Ato ~~Ordinary~~customary ~~Common~~adjustments ~~Stock.~~for Incertain ~~connection with~~corporate ~~the~~events ~~Business~~as ~~Combination~~provided ~~contemplated~~in by the ~~Business~~Notes. ~~Combination~~If ~~Agreement,~~any ~~Roth~~such CHevent ~~has~~occurs, the ~~merged~~number ~~with~~of ~~and~~Shares ~~into~~issuable ~~Pubco~~upon ~~with~~conversion ~~the~~may ~~Pubco as~~be ~~the~~higher ~~surviving~~than ~~corporation~~implied (by the ~~Domestication~~initial ~~Merger”)~~conversion ~~and~~price. ~~Merger~~Subject ~~Sub~~to ~~has~~certain ~~merged~~conditions, the ~~with~~Notes ~~and~~are ~~into~~also ~~SharonAI~~subject ~~with~~to ~~the~~conversion ~~SharonAI~~at as the ~~surviving~~option ~~corporation~~of (the ~~Acquisition~~Company ~~Merger”~~following ~~and collectively with~~ the ~~Domestication~~November ~~Merger~~18, ~~the~~2027, ~~“Business~~but ~~Combination”) on~~only orif ~~about~~during ~~the~~a ~~date~~specified period offollowing ~~effectiveness~~November of18, 2027, the ~~registration~~Class ~~statement~~A ofOrdinary ~~which~~Common ~~this~~Stock ~~prospectus~~trades ~~forms~~at a ~~part.~~price ~~Upon~~that ~~consummation~~exceeds 200% of the ~~Business~~Conversion Price ~~Combination~~or ~~described~~over ~~herein,~~approximately ~~Pubco~~$96.48 ~~was~~per ~~renamed SharonAI Holdings, Inc~~share. ~~and~~See isthe ~~also~~section ~~referred~~titled to“Description inof ~~this~~Notes” ~~prospectus~~for asfurther description of the ~~“Company~~Notes.”

InWe are ~~addition~~registering the Shares issuable upon the conversion of the Notes and the Notes themselves (together, ~~this~~the ~~prospectus~~“Registrable ~~relates~~Securities”) for resale pursuant to the ~~issuance~~Registration byRights Agreement between us and the purchasers of upthe toNotes. ~~230,000~~Our ~~shares~~registration of ~~Class~~the ARegistrable Securities ~~Ordinary~~covered ~~Common~~by ~~Stock~~this (prospectus does not mean that the ~~“Public~~Selling ~~Warrant~~Securityholders ~~Shares,”~~will ~~together~~offer ~~with~~or sell any of the ~~Private~~Registrable ~~Warrant~~Securities registered ~~Shares,~~hereby. ~~the~~The ~~“Warrant~~Selling ~~Shares”)~~Securityholders ~~that~~may ~~are~~offer, ~~issuable~~sell ~~upon~~or ~~the~~distribute ~~exercise~~all or a portion of ~~the~~their ~~public~~Registrable ~~warrants~~Securities publicly or through private transactions at anprevailing ~~exercise~~market ~~price~~prices ~~per~~or ~~share~~at ofnegotiated ~~Class~~prices. AWe ~~Ordinary~~provide ~~Common~~more ~~Stock~~information ofabout ~~$575.00~~how (the Selling Securityholders may sell the Registrable Securities in the section entitled “~~Public~~Plan ~~Warrants,~~of Distribution.” We are not selling any securities under this prospectus and ~~together~~will ~~with~~not ~~the~~receive ~~Private~~any ~~Warrants,~~of the ~~“Warrants”)~~proceeds ~~contained~~from in the ~~units~~sale ~~sold~~of atthe aRegistrable ~~price~~Securities ofby ~~$10~~the Selling Securityholders.00 ~~per~~See ~~unit~~the insection ~~Roth~~titled ~~CH’s~~“Selling ~~October 26,~~Securityholders” ~~2021~~for ~~initial~~additional ~~public~~information ~~offering~~regarding the Selling Securityholders.

The Notes ~~holders~~are evidenced by one or more global Notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company. Except as described in this prospectus, beneficial interests in the ~~Shares~~global note will be shown on, and transfers of the ~~Private~~Notes ~~Warrant~~will ~~Shares~~be ~~are~~effected ~~each~~only ~~referred~~through, torecords ~~herein~~maintained asby aThe ~~“Selling~~Depository ~~Shareholder”~~Trust Company and ~~collectively~~its asdirect ~~the~~and ~~“Selling~~indirect ~~Shareholders~~participants.”

~~This~~We do ~~prospectus~~not ~~describes~~intend ~~the~~to ~~general~~apply ~~manner~~for in which the Shares and the Private Warrant Shares may be offered and sold. If necessary, the specific manner in which the Shares and the Private Warrant Shares may be offered and sold will be described in a ~~supplement~~listing toof ~~this prospectus. The Private Warrants were issued to~~ the ~~applicable~~Notes ~~Selling~~on ~~Shareholders~~any insecurities ~~connection~~exchange ~~with~~or ~~private~~for ~~placement~~inclusion ~~offerings pursuant to Section 4(a)(2)~~ of the ~~Securities~~Notes ~~Act~~in ofany ~~1933,~~automated ~~as amended (the “Securities Act”), and/or Regulation D promulgated thereunder~~quotation system.

~~The~~Our Class ~~Shares~~A ~~and~~Ordinary Common Stock is traded on the ~~Private~~Nasdaq ~~Warrant~~Capital ~~Shares~~Market ~~will~~under bethe ~~resold~~symbol ~~from~~“SHAZ.” ~~time~~On toJune ~~time~~3, by2026, the last ~~Selling~~reported ~~Shareholders~~sale ~~listed~~price inof the ~~section~~Company’s ~~titled~~Class ~~“Selling~~A ~~Shareholders”~~Ordinary ~~beginning~~Common onStock ~~page 51~~Nasdaq Capital Market was $80.09.

~~The~~This offering ~~Selling~~will ~~Shareholders,~~terminate oron ~~their~~the ~~respective~~earlier ~~transferees,~~of ~~pledgees,~~(i) ~~donees or other successors-in-interest, will sell~~ the ~~Shares~~date ~~through~~when ~~public 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~~registered byhereunder ~~this~~have ~~prospectus,~~been ~~and~~sold wepursuant doto ~~not~~this prospectus ~~know when~~ or inRule ~~what~~144 ~~amount~~under the ~~Selling~~Securities ~~Shareholders~~Act, ~~may~~and ~~sell~~(ii) ~~their Shares hereunder following~~ the ~~effective~~ date ofon ~~this~~which ~~registration~~all ~~statement.~~of Wesuch ~~provide~~securities ~~more~~may ~~information~~be ~~about~~sold ~~how~~pursuant ato ~~Selling~~Rule ~~Shareholder~~144 ~~may~~without volume ~~sell~~or ~~its~~manner-of-sale ~~Shares~~restrictions, inunless ~~the~~we ~~section~~terminate ~~titled~~it ~~“Plan of Distribution” on page 138~~earlier.

~~Table~~Investing in the Notes or the underlying shares of ~~Contents~~our Class A Ordinary Common Stock involves a high degree of risk. Before buying any Notes or shares, you should read the discussion of material risks of investing in the Notes and our common stock under the heading “Risk Factors” beginning on page 12 of this prospectus.

We are registering the Shares, and the Private Warrant Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of Shares and/or the Warrant Shares by the Selling Shareholders in the offering described in this prospectus, we may receive up to (i) $575.00 per share of Class A Ordinary Stock upon the cash exercise of the Private Warrants; and (ii) $575.00 per share of Class A Ordinary Stock upon the cash exercise of the Public Warrants. Upon the exercise of the Warrants for all 444,982 shares of Class A Ordinary Stock by payment of cash, we would receive aggregate gross proceeds of approximately $256 million. However, we cannot predict when and in what amounts or if any of the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised (or exercised on a cashless basis), in which case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares and the Warrant Shares. The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.

On December 18, 2025 following consummation of the Business Combination, the Company’s Class A Ordinary Common Stock and the Public Warrants began trading on OTC Markets Group, Inc. - Pink Open Market under the symbols “SHAZ,” and “SHAZW,” respectively. On January 15, 2026, the last reported sale price of the Company’s Class A Ordinary Common Stock and Public Warrants on the OTC Markets was $1.90 and $0.04, respectively.

This offering will terminate on the earlier of (i) the date when all of the Securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in the Company’s Class A Ordinary Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 14 before you invest in the Company’s Class A Ordinary Common Stock.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or ~~determined~~passed upon ifthe adequacy or accuracy of this prospectus isor ~~truthful~~the oraccompanying ~~complete~~prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

Table of Contents

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
INDUSTRY AND MARKET DATA		4
PROSPECTUS SUMMARY		5
ABOUT THIS OFFERING		1311
RISK FACTORS		1412
SELLING SHAREHOLDERS		51
DESCRIPTION OF NOTES		54
USE OF PROCEEDS		56
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		73
DIVIDEND POLICY		57
SELLING SECURITYHOLDERS		82
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		58
USE OF PROCEEDS		84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ROTH CH		69
DIVIDEND POLICY		84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SHARON AI.		74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		85
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DSS		90
BUSINESS		98
BUSINESS OF SHARONAI		97
MANAGEMENT OF THE COMPANY		124
MANAGEMENT OF THE COMPANY		110
EXECUTIVE COMPENSATION		132
EXECUTIVE COMPENSATION		116
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		139
BENEFICIAL OWNERSHIP OF SECURITIES		128
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		144
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		130
DESCRIPTION OF CAPITAL STOCK		147
DESCRIPTION OF CAPITAL STOCK		135
PLAN OF DISTRIBUTION		150
PLAN OF DISTRIBUTION		138
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY		152
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY		140
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.		152
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.		141
LEGAL MATTERS		152
LEGAL MATTERS		142
EXPERTS		152
EXPERTS		142
WHERE YOU CAN FIND MORE INFORMATION		153
WHERE YOU CAN FIND MORE INFORMATION		142
INDEX TO FINANCIAL STATEMENTS		F-1

-i-

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus ~~relates~~is topart ~~the offer and resale~~ of upa toregistration anstatement ~~aggregate of (i) 4,895,585 shares (the “BCA Shares”) of Class A Ordinary common stock, par value $0.0001 per share (“Class A Ordinary Common Stock”) of SharonAI Holdings, Inc. issued~~ on ~~December~~Form ~~17,~~S-1 ~~2025 pursuant to terms of~~ that ~~Business~~we ~~Combination~~filed ~~Agreement~~with ~~January 28, 2025 (~~the ~~“Business~~Securities ~~Combination Agreement”) by~~ and ~~among~~Exchange ~~Roth~~Commission ~~CH Acquisition Co.~~ (~~“Roth~~the ~~CH”), SharonAI Inc. (~~“~~SharonAI~~SEC”), using ~~Roth~~the ~~CH Holdings, Inc. (~~“~~Pubco~~shelf”) ~~and~~registration ~~Roth CH Merger Sub, Inc~~process. ~~(“Merger~~Under ~~Sub”);~~this ~~(ii)~~shelf ~~375,001~~registration ~~shares of Class A Ordinary Common Stock issued upon conversion of those certain convertible notes issued by Pubco in December 2025 (the “Note Conversion Shares~~process,” ~~together with BCA Shares,~~ the ~~“Shares”~~Selling ~~and~~Securityholders ~~(iii) and (ii) 214~~may,~~982~~ ~~shares~~from ~~of Class A Ordinary Common Stock (“Private Warrant Shares”) issuable upon the exercise of common stock purchase warrants (the “Private Warrants”)~~ time to ~~be issued pursuant to the terms of the Business Combination Agreement to purchase up to 214~~time,~~982~~ ~~shares~~sell ~~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~~securities ~~Combination~~offered ~~contemplated~~ by ~~the~~them Business Combination Agreement, Roth CH has merged with and into Pubco with the Pubco as the surviving corporation (the “Domestication Merger”) and Merger Sub has merged with and into SharonAI with the SharonAI as the surviving corporation (the Acquisition Merger” and collectively with the Domestication Merger the “Business Combination”) on or about the date of effectiveness of the registration 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~~ This prospectus relates to the ~~issuance~~offer byand usresale, offrom uptime to ~~230~~time,~~000~~ ~~shares~~ of ~~Class~~up Ato ~~Ordinary~~11,292,009 ~~Common Stock (the “Public Warrant~~ Shares,” ~~together~~by ~~with~~ the ~~Private~~Selling ~~Warrant~~Securityholders ~~Shares, the “Warrant Shares”)~~ that are issuable upon ~~the~~conversion ~~exercise~~ of the ~~public~~Notes. ~~warrants~~This atprospectus analso ~~exercise~~relates ~~price~~to ~~per~~the ~~share~~offer ofand ~~Class~~sale Afrom ~~Ordinary~~time ~~Common~~to ~~Stock~~time ofby ~~$575.00 (~~the ~~“Public~~Selling ~~Warrants,”~~Securityholders ~~and~~of the ~~together~~Notes ~~with~~themselves. ~~the~~We ~~Private~~will ~~Warrants,~~not ~~the~~receive ~~“Warrants”)~~any ~~contained~~proceeds infrom the ~~units~~sale ~~sold at a price~~ of ~~$10.00~~the ~~per~~Shares ~~unit~~or inthe ~~Roth~~Notes ~~CH’s~~pursuant ~~October 26,~~to ~~2021~~this ~~initial public offering~~prospectus.

You should rely only on the information contained in this prospectus and the related exhibits, and any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we nor the Selling ~~Shareholders~~Securityholders have authorized anyone to provide you with ~~different~~any information. ~~If anyone provides you with different~~ or ~~inconsistent~~to ~~information,~~make ~~you~~any ~~should~~representations ~~not~~other ~~rely~~than those oncontained ~~it.~~in ~~This~~this prospectus,. ~~any~~Neither ~~prospectus~~we ~~supplement~~nor orthe ~~amendments~~Selling ~~thereto~~Securityholders dotake ~~not~~responsibility ~~constitute~~for anand ~~offer~~can toprovide ~~sell,~~no orassurance ~~a solicitation of an offer~~ as to ~~purchase,~~ the ~~shares~~reliability of ~~Common Stock offered by this prospectus~~, any ~~prospectus~~other ~~supplement~~information orthat ~~amendments~~others ~~thereto~~may ingive ~~any~~you. ~~jurisdiction~~Neither towe ornor ~~from~~the ~~any~~Selling ~~person~~Securityholders towill ~~whom or from whom it is unlawful to~~ make ~~such~~an offer to orsell ~~solicitation~~these ofsecurities ~~an offer~~ in ~~such~~any jurisdiction. ~~You~~where ~~should not assume that~~ the ~~information~~offer ~~contained in this prospectus, any prospectus supplement~~ or ~~amendments~~sale ~~thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”),~~ is ~~accurate~~not ~~as of any date other than the date on the front cover of the applicable document~~permitted.

~~If necessary, the specific manner in which the shares of our common stock~~ We may bealso ~~offered~~provide ~~and~~a ~~sold~~prospectus ~~will~~supplement beor ~~described~~post-effective inamendment ~~a supplement~~ to ~~this~~the ~~prospectus,~~registration ~~which~~statement ~~supplement~~to ~~may~~add ~~also~~information ~~add~~to, or update or change ~~any of the~~ information contained in, this prospectus. ToYou ~~the~~should ~~extent~~read ~~there~~both ~~is a conflict between the information contained in~~ this prospectus and any applicable prospectus supplement, ~~you~~or ~~should~~post-effective amendment ~~rely~~to on the ~~information~~registration ~~in such prospectus supplement, provided that if any~~ statement intogether ~~one of these documents is inconsistent~~ with athe ~~statement~~additional ininformation ~~another~~to ~~document~~which ~~having~~we arefer ~~later~~you ~~- the statement~~ in the ~~document~~section ~~having~~of ~~the~~this ~~later~~prospectus entitled ~~date~~“Where ~~modifies~~You orCan ~~supersedes~~Find ~~the~~More ~~earlier statement~~Information.”

Neither the delivery of this prospectus nor any distribution of shares of our common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

1Unless the context indicates otherwise, references in this prospectus to the “Company,” “SHAZ,” “we,” “us,” “our” and similar terms refer to SharonAI Holdings Inc. and its subsidiaries

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and any amendment contain various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which represent our expectations or beliefs concerning future events. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this prospectus and in any document incorporated by reference in this prospectus may include, for example, statements about:

● the benefits of the Business Combination (as defined below); ● the future financial performance of the Company following the Business Combination; ● changes in the market for the Company’s products and services; and ● expansion plans and opportunities.

●These forward-looking statements are based on information available as of the ~~future~~date ~~financial~~of ~~performance~~this prospectus, the Company management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company ~~following~~and their directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the ~~Business~~Company’s ~~Combination;~~views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

● changes in the market for the Company’s products and services; and

● expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this prospectus the Company management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and their directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

● estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits and terms of the Business Combination; ● risks relating to the uncertainty of the projected financial information with respect to the Company; ● the Company’s public securities’ liquidity and trading; ● the Company’s ability to obtain sufficient additional financing, on acceptable terms or at all, and ability to continue as a going concern; ● the impact of the Company’s remaining indebtedness outstanding following the Business Combination; ● changes in the market in which the Company competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;

~~● risks relating to the uncertainty of the projected financial information with respect to the Company~~-2-

● the Company’s public securities’ liquidity and trading;

● the Company’s ability to obtain sufficient additional financing, on acceptable terms or at all, and ability to continue as a going concern;

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● the impact of macroeconomic events, such as inflation, recessions or depressions, and war or fears of war; ● changes in the vertical markets that the Company targets; ● the impact of current or future government regulation and oversight, including the U.S. federal, state and local authorities; ● the Company’s ~~remaining~~ability ~~indebtedness~~to ~~outstanding~~launch ~~following~~new services and products or to profitably expand into new markets; ● the ~~Business~~ability ~~Combination~~to execute the Company’s growth strategies, including identifying and executing acquisitions; ● the ability to develop and maintain effective internal controls and procedures, correct or remediate the previously identified material weakness, or correct or remediate any future identified material weaknesses; ● the exposure to any liability, protracted and costly litigation or reputational damage relating to the Company’s data security; ● the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and ● other risks and uncertainties indicated in this prospectus, including those set forth under “Risk Factors” of this prospectus.

~~● changes in the market in which the Company competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;~~-3-

● the impact of macroeconomic events, such as inflation, recessions or depressions, and war or fears of war;

● changes in the vertical markets that the Company targets;

● the impact of current or future government regulation and oversight, including the U.S. federal, state and local authorities;

● the Company’s ability to launch new services and products or to profitably expand into new markets;

● the ability to execute the Company’s growth strategies, including identifying and executing acquisitions;

● the ability to develop and maintain effective internal controls and procedures, correct or remediate the previously identified material weakness, or correct or remediate any future identified material weaknesses;

● the exposure to any liability, protracted and costly litigation or reputational damage relating to the Company’s data security;

● the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and

● other risks and uncertainties indicated in this prospectus, including those set forth under “Risk Factors” of this prospectus.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus and the registration statement of which this prospectus forms a part. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of the Company’s Class A Ordinary Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in the Company’s Class A Ordinary Common Stock, you should read the entire prospectus carefully, including “Risk Factors” and the financial statements of ~~Pubco,~~the ~~Roth~~Company CH and ~~SharonAI and~~ related notes thereto included elsewhere in this prospectus.

On December 24, 2025, we effected a 1-for-50 reverse split of our outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have been ~~adjusted~~ adjusted accordingly. All information presented in this prospectus ~~supplement~~ relating to the Company on a post-merger basis has been retrospectively restated to give effect to our 1-for-50 reverse split of our outstanding shares of common stock, and unless ~~otherwise~~ otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such reverse stock split~~; provided however, that there has been no adjustments to the financial statements of Roth CH Holdings, Inc~~.~~, Roth CH Acquisition Co. and SharonAI, Inc.~~

Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “our Company,” or the “Company” refers to SharonAI Holdings, Inc.

~~Parties to the Business Combination~~Introduction

~~Roth~~SharonAI Holdings CHInc. ~~Holdings~~is an Australian neocloud operator, ~~Inc~~purpose-built to power the next generation of artificial intelligence (“AI”) and high-performance computing (“HPC”). The Company’s infrastructure is architected from the ground up to meet the specific, intensive and complex demands of modern AI training and inference workloads, machine learning, and Generative AI.

~~Roth~~The Company CHprovides ~~Holdings~~enterprise, ~~Inc.~~government ~~(“Pubco”)~~and ~~was~~research ~~incorporated~~organizations inwith ~~Delaware~~sovereign, onlow-latency ~~December 30,~~access ~~2024~~to asadvanced aaccelerated ~~wholly-owned~~computing hardware, ~~subsidiary~~including ofNVIDIA ~~Roth~~Corporation’s CH(“NVIDIA”) ~~Acquisition~~B200, ~~Co.~~B300 ~~for~~and ~~the~~anticipated ~~purpose~~GB300 ofGPUs. ~~merging~~Through strategic partnerships with ~~Roth~~global CHtechnology ~~Acquisition~~leaders ~~Co.~~NVIDIA, aNEXTDC ~~Cayman~~Limited ~~Islands~~(“NEXTDC”), ~~exempt~~Cisco ~~company~~Systems Inc. (“~~Roth CH~~Cisco”), World toWide ~~redomicile~~Technology as(“WWT”), aLenovo ~~Delaware~~Group ~~corporation~~Limited ~~prior~~(“Lenovo”), toVAST ~~the~~Data ~~transactions~~Inc. ~~contemplated~~(“VAST”) and inMegaport ~~the~~Limited ~~Business Combination Agreement~~(“Megaport”), ~~and became~~ the ~~ultimate~~Company ~~parent~~delivers ~~company~~an ~~upon~~integrated ~~consummation~~AI ecosystem of ~~the~~solutions ~~Business~~to ~~Combination.~~customers without ~~Concurrent with~~ the ~~consummation~~complexity of ~~the~~them ~~Business~~needing ~~Combination, Roth CH Holdings, Inc. changed its name~~ to ~~SharonAI~~manage ~~Holdings,~~their ~~Inc.~~own ~~(the~~physical ~~“Company”)~~infrastructure.

~~Roth~~We believe CHthat we are well positioned to capture this demand for AI and HPC services for the following reasons:

~~Roth~~Access to CHadvanced isGPUs: aWe ~~blank~~are ~~check~~a ~~company~~member ~~incorporated~~of ~~on April 20, 2021 under~~ the ~~name~~NVIDIA ~~“TKB~~Partner ~~Critical~~Network ~~Technologies 1~~(“NPN”,) as a ~~Cayman~~NVIDIA ~~Islands~~Cloud ~~exempted~~Partner ~~company~~(“NCP”). This ~~for~~designation ~~the~~reflects ~~purpose~~our ofproven ~~effecting~~ability ato ~~merger,~~support ~~capital~~NVIDIA ~~stock~~software ~~exchange,~~frameworks ~~asset~~and ~~acquisition,~~full-stack ~~stock~~accelerated-computing ~~purchase,~~solutions. ~~reorganization,~~We are orone ~~similar~~of ~~business~~three ~~combination~~NCPs ~~with~~currently ~~one~~operating orin ~~more businesses. Effective September 7~~Australia, ~~2023,~~part ~~shareholders~~of ~~approved~~ a ~~change~~global innetwork ~~the~~of ~~company’s~~cloud ~~name to Roth CH Acquisition Co.~~partners;

~~Formation~~Access to ~~and~~Data ~~Initial~~Center ~~Public~~Capacity ~~Offering.~~in Ona ~~October 29,~~Capital ~~2021,~~Efficient weand ~~consummated~~Speed ~~our~~to ~~initial~~Market ~~public~~Approach: ~~offering~~Rather ofthan ~~23,000,000~~incurring ~~units~~large ~~(the~~capital ~~“Units”),~~expenditure ~~including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over~~and multi-~~allotment~~year ~~option~~investment in ~~full,~~building atits ~~$10.00~~own ~~per~~data ~~Unit~~centers, ~~generating~~the ~~gross~~Company ~~proceeds~~deploys ofits ~~$230,000,000.~~infrastructure ~~Each~~directly ~~Unit~~into ~~consists~~the facilities of ~~one~~data ~~Class~~center partners Asuch ~~Ordinary~~as ~~Share~~NEXTDC, ~~par~~under ~~value $0.0001 per share (the “Roth Class A Ordinary Shares”) and one~~long-~~half~~term ofcontractual ~~one warrant to purchase a Roth Class A Ordinary Share (the “Public Warrants”)~~arrangements. ~~Simultaneously~~This ~~with~~enables ~~the~~us ~~closing~~to ofscale ~~our~~capacity ~~initial~~at ~~public offering~~speed, wethrough ~~consummated~~rapid ~~the sale~~ provisioning of 10resilient,~~750,000~~ ~~private~~high-density ~~placement~~compute ~~warrants~~capacity ~~(the~~and ~~“Private~~surrounding ~~Warrants”)~~infrastructure atessential afor ~~price~~AI ~~of $1.00 per Private Warrant in a private placement to our former sponsor, TKB Sponsor I, LLC, (the “Former Sponsor”) generating proceeds of $10,750,000.~~workloads;

AThe Sovereign ~~total~~AI ofAdvantage: ~~$234,600,000~~As ofgovernments ~~the proceeds from the initial public offering~~ and ~~the~~regulated ~~sale~~industries ofincreasingly ~~the~~mandate ~~Private~~data ~~Warrants~~sovereignty, ~~was~~we ~~placed~~serve inas a ~~U.S.-based~~trusted ~~trust account at J~~domestic partner.P. ~~Morgan~~We ~~Chase~~provide ~~Bank,~~a ~~N.A.~~secure ~~maintained~~solution byfor ~~Continental~~organizations ~~Stock~~that ~~Transfer~~must &adhere ~~Trust~~to ~~Company,~~strict ~~acting~~Australian asprivacy ~~trustee~~laws; ~~(the “Trust Account”).~~and

~~Our~~Purpose-built AI ~~Units~~Infrastructure ~~commenced~~that ~~public~~drives ~~trading~~Cost onEfficiency ~~October 27,~~for ~~2021~~Customers: onOur ~~the~~platform ~~Nasdaq~~is ~~Stock~~engineered ~~Market~~specifically ~~LLC,~~for ~~and~~modern ~~our~~AI ~~Roth Class A Ordinary Shares~~ and ~~Public~~HPC ~~Warrants commenced separate public trading on December 17~~workloads, integrating ~~2021.~~high-bandwidth ~~On April 25~~networking, ~~2024,~~low-latency ~~Roth~~fabrics CHand ~~voluntarily~~storage ~~delisted~~optimized ~~its~~for ~~securities~~large-scale ~~from~~model ~~Nasdaq~~training and ~~they~~inference. ~~began~~We ~~being~~have demonstrated ~~quoted~~an onability ~~the~~to ~~OTC~~deliver ~~Markets.~~higher ~~Our~~efficiency ~~Roth Class A Ordinary Shares~~ and ~~Public~~performance ~~Warrants~~from ~~are~~advanced ~~each~~GPU ~~quoted on the OTC Markets under the symbols “USCTF,” and “USTWF,” respectively~~infrastructure.

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~~Securities~~The demand ~~Transfer~~for ~~Agreement~~our ~~and~~specialized ~~Name~~model ~~Change.~~has Onbeen ~~June 25,~~evidenced ~~2023,~~by ~~Roth~~our ~~CH,~~engagement ~~the~~with ~~Former~~global ~~Sponsor,~~industry ~~each~~leaders. ~~independent~~Recent ~~director~~commercial ofwins ~~Roth~~with ~~CH, and affiliates of Roth Capital Partners and Craig~~high-~~Hallum~~growth AI ~~Capital~~native ~~Group~~Canva ~~LLC (the “New Sponsor”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the Former Sponsor~~ and ~~the~~industry ~~former~~participant ~~directors~~GMI ofCloud ~~Roth~~US ~~CH sold to the Buyers, an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500 Roth Class A Ordinary Shares and 75,000 of Roth CH’s Class B ordinary shares, par value $0~~Inc.~~0001~~ ~~per~~demonstrating our ~~share,~~ability ~~and~~to ~~8,062,500~~serve ~~private~~customers ~~placement~~that ~~warrants~~have ~~(together~~large, ~~the~~sophisticated ~~“Transferred~~AI Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, the Former Sponsor has certain continuing rights, including a right of first refusal to repurchase the Transferred Securities in certain circumstances as set forth in the Agreement and ~~the~~HPC ~~right to invest up to 25% of certain financings~~requirements. ~~The Transaction was consummated on June 28, 2023.~~

~~Termination of Status as a SPAC.~~Company history

~~Roth~~SharonAI, Inc. CH(“SharonAI”), ~~originally extended~~ the ~~time~~Company’s ~~that~~current itoperating ~~had~~and towholly-owned ~~complete~~subsidiary, anis ~~initial~~a ~~business~~corporation ~~combination~~formed byin ~~depositing~~Delaware on anFebruary ~~aggregate~~15, ~~of $540~~2024,~~000~~ ~~into~~with the ~~trust~~intent ~~account~~to ~~for~~act as a ~~total~~holding ofcompany ~~nine~~to ~~Monthly~~acquire ~~Deposits.~~various Onassets ~~April 29,~~focused ~~2024,~~on ~~Roth~~or CHin ~~held~~the anHPC ~~extraordinary~~industry ~~general~~and ~~meeting~~the atAI ~~which~~field ~~shareholders~~of ~~approved~~technology, ~~a proposal to amend~~ and ~~restate~~currently ~~Roth~~one CHof Australia’s ~~Articles~~leading ofneoclouds, toa ~~remove~~cloud ~~the~~infrastructure provider ~~provisions~~that ~~applicable~~focuses toon ~~special~~specialized, ~~purpose~~high-performance ~~acquisition~~compute-especially ~~companies~~GPU-heavy ~~including~~workloads ~~the~~for ~~requirement~~AI, tomachine ~~redeem~~learning, and ~~cancel~~HPC. ~~100%~~HPC is ofa ~~the~~computing ~~Roth~~technology ~~Class~~that Auses ~~Ordinary~~clusters ~~Shares~~of ~~sold~~processors inor ~~Roth~~processor ~~CH’s~~cores ~~initial~~working ~~public~~in ~~offering~~parallel ~~following~~to ~~distribution~~solve ofadvanced ~~the~~computational ~~funds~~problems across ~~held~~a inwide ~~Roth~~range ~~CH’s~~of ~~Trust~~scientific, ~~Account~~engineering, ~~(the~~finance, ~~“Amendment~~business ~~Proposal”)~~and other fields. ~~The~~SharonAI ~~purpose~~is ofspecifically ~~the~~focused ~~Amendment~~on ~~Proposal~~infrastructure and ~~was~~technology toassociated ~~remove~~with the ~~provisions~~development ~~contained~~and indelivery ~~the~~of ~~Articles~~these ~~that~~HPC/AI ~~are~~services ~~applicable~~ to ~~special~~users ~~purpose~~and ~~acquisition~~applications ~~companies~~which ~~(“SPACs”),~~require ~~including~~both ~~the~~large amounts ~~requirement~~of toGraphic ~~redeem~~Processing ~~and~~Units ~~cancel~~(“GPU”) ~~100%~~and ofCentral ~~Roth~~Processing ~~CH’s~~Units ~~public~~(“CPU”), ~~shares~~combined ~~following~~with ~~distribution~~data ofstorage. CPUs ~~the~~are ~~funds~~general ~~held~~purpose inprocessors ~~Roth~~while ~~CH’s~~GPUs ~~Trust~~are ~~Account~~optimized ~~established~~for inparallel ~~connection~~processing ~~with the IPO~~ and ~~revise~~were ~~the~~originally ~~provisions~~used tofor ~~allow~~computer ~~shareholders~~graphics. Data ofstorage ~~Roth~~is CHused to ~~obtain~~store ~~their~~the ~~pro~~large ~~rata~~data ~~distribution~~sets ofcommon ~~funds remaining~~ in ~~the~~HPC/AI ~~Trust~~and ~~Account~~to ~~and~~back ~~also~~up ~~retain~~information. ~~ten~~SharonAI’s ~~(10%)~~two ~~percent~~main ofbusiness ~~their~~lines are ~~shares~~an ~~upon~~AI/HPC ~~liquidation~~cloud ofplatform, ~~the~~which ~~Trust~~is ~~Account.~~based ~~Shareholders~~in ~~approved~~Australia, and the ~~Amendment~~development ~~Proposal~~of ondata ~~April 29~~center assets, ~~2024.~~which Asis abased ~~result,~~in the ~~Trust~~U.S., ~~Account~~each as ~~was~~described ~~liquidated~~further below.

~~Merger~~Key operational ~~Sub~~and strategic milestones

~~Roth~~In March CHof ~~Merger Sub~~2024, ~~Inc.,~~we ~~was~~formed atwo new wholly- owned ~~subsidiary~~subsidiaries ~~of Roth CH incorporated~~ in ~~the~~Delaware, ~~State~~SharonAI ofOperations ~~Delaware~~LLC, onwhich ~~December 30,~~is ~~2024,~~intended to ~~consummate~~be ~~the~~used ~~Business~~for ~~Combination~~U.S. based ~~Merger~~operational ~~Sub~~activities ~~merged~~as ~~with~~its ~~and~~operations ~~into~~expand ~~Sharon~~to ~~upon~~ the ~~consummation~~U.S., ofand ~~the~~SharonAI ~~Business~~Hosting ~~Combination~~LLC, ~~with~~which ~~SharonAI~~is ~~surviving~~intended ~~the~~to ~~merger~~be asused ato ~~wholly-owned~~hold ~~subsidiary~~assets that ofare ~~Roth~~acquired CHin ~~Holdings,~~the ~~Inc~~future and based in the U.S.

~~Pubco~~In April of 2024, we acquired 100% of the issued capital of Alternative Asset Management Pty Ltd ACN 645 215 194, an Australian company that was renamed SharonAI Pty Ltd (“SAIPL”) and which has a business operating distributed data storage a type of cloud storage that utilizes Web 3 technology to provide decentralized networks of independent nodes to securely store and retrieve data, ensuring redundancy, fault tolerance, and resistance to censorship while incentivizing storage providers with blockchain-based rewards. This acquisition was part of a transaction in which SAIPL also obtained certain assets from Digital Income Fund Pty Ltd ACN 643 155 328 as trustee for the Digital Income Fund ABN 12 771 427 247 (“DIF”), an Australian company which had storage servers and ancillary equipment for the operation of the distributed storage operations. In addition to these assets, SAIPL had acquired a Tier 3 designed modular data center, although it had not fully paid for the equipment at the time of acquisition.

~~Roth~~In June ~~CH Holdings~~2024, ~~Inc.,~~we ~~was~~acquired a ~~wholly-owned~~controlling ~~subsidiary~~interest ofin ~~Roth~~Distributed CHStorage ~~incorporated~~Solutions inLimited ~~the~~(“DSS”), ~~State~~an ofAustralian company ~~Delaware~~established onin ~~December~~2021 ~~30,~~that ~~2024,~~specialized toin ~~consummate~~distributed ~~the~~cloud ~~Business~~data ~~Combination.~~storage ~~Roth~~and CHHPC ~~merged~~and ~~with~~AI ~~and~~infrastructure. ~~into~~This ~~Pubco~~was ~~immediately~~a ~~prior~~critical tostep in ~~the~~delivering ~~consummation~~storage ofinfrastructure, ~~the~~technical ~~Business~~expertise ~~Combination,~~and ~~with~~accelerating ~~Pubco~~deep asindustry ~~the~~relationships. ~~surviving~~DSS ~~corporation~~had ofbeen ~~the~~providing ~~merger.~~decentralized, enterprise-grade Instorage ~~connection~~systems ~~with~~for ~~such~~customers ~~merger~~for ~~Roth~~multiple CHyears ~~Holdings,~~and ~~Inc.~~brought ~~changed~~us ~~its~~an ~~name~~operational toteam ~~SharonAI~~and ~~Holdings,~~strategic ~~Inc~~partnerships with NVIDIA and Lenovo.

~~SharonAI~~Between June and December 2024, we acquired 192 NVIDIA L40S GPUs, materially expanding the company’s GPU fleet size. Over this time, we observed and confirmed positive unit economics for the GPU fleet which led to a decision to further expand into GPU compute. This involved planning for the next GPU form factor acquisition, which was a group of 160 NVIDIA H100s.

~~SharonAI~~In December ~~is a corporation formed in Delaware on February 15,~~ 2024, ~~with~~we ~~the~~completed ~~intent~~testing tousing ~~act~~older asmodels aof ~~holding~~NVIDIA ~~company~~GPUs to ~~acquire~~demonstrate ~~various assets focused on or in the High-Performance Computing (“HPC”) industry and the Artificial Intelligence (“AI”) field of technology. HPC is a computing technology~~ that ~~uses~~it ~~clusters~~could ofsuccessfully ~~processors~~deliver or processor cores working in parallel to solve advanced computational problems across a wide range of scientific, engineering, finance, business and other fields. SharonAI is specifically focused on infrastructure and technology associated with the development and delivery of these HPC~~/AI~~ ~~services~~use tocases under ~~users~~NVIDIA ~~and~~reference ~~applications which require both large amounts of Graphic Processing Units (“GPU”) and Central Processing Units (“CPU”), combined with data storage~~architecture. ~~CPUs~~This ~~are~~milestone ~~general~~led ~~purpose processors while GPUs are optimized for parallel processing and were originally used for computer graphics. Data storage is used~~ to ~~store~~us ~~the~~being ~~large~~certified ~~data~~as ~~sets~~an ~~common~~NCP ~~in HPC/AI and to back up information~~partner. ~~SharonAI’s~~We ~~two main business lines~~ are anone ~~AI/HPC~~of ~~cloud~~three ~~platform,~~NCPs ~~which~~currently ~~is based~~ operating in Australia, ~~and~~part ~~the development~~ of ~~data~~a ~~center~~global ~~assets,~~network ~~which~~of iscloud ~~based in the U~~partners.~~S., each as described further below.~~

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InWe continued ~~March~~to ofbuild ~~2024,~~proprietary ~~SharonAI~~technology ~~formed~~beyond ~~two~~the ~~new~~provision ~~wholly~~of ~~owned~~hardware ~~subsidiaries~~and instorage. ~~Delaware~~In February 2025, ~~SharonAI~~we ~~Operations~~launched ~~LLC~~the SharonAI Cloud, an ~~which~~orchestration isand ~~intended~~automation toplatform, beenabling ~~used~~self-provisions ~~for~~GPU ~~U.S.~~compute ~~based~~for ~~operational~~AI ~~activities~~training, asinference, ~~its~~Visual ~~operations~~Effects ~~expand~~(“VFX”) rendering toand ~~the~~complex UHPC workloads.~~S.,~~ ~~and~~This ~~SharonAI~~marked ~~Hosting~~our ~~LLC,~~transition ~~which~~from isa ~~intended~~purely tosupply behardware ~~used~~capacity to ~~hold~~an ~~assets~~AI infrastructure provider that ~~are~~allows ~~acquired~~customers into ~~the~~deploy ~~future~~GPU ~~and~~compute ~~based~~autonomously inand ~~the~~at Uscale.S.

In March ~~April of 2024~~2025, ~~SharonAI~~we ~~acquired~~announced ~~100% of~~ the ~~issued~~development ~~capital~~ of ~~Alternative~~a ~~Asset~~supercluster ~~Management Pty Ltd ACN 645 215 194, an Australian company that was renamed SharonAI Pty Ltd~~ (“~~SAIPL~~Supercluster”), ~~and~~ which ~~has~~is aan ~~business~~interconnected ~~operating~~network of ~~distributed data storage~~ a ~~type~~material ofnumber ~~cloud storage that utilizes Web 3 technology to provide decentralized networks~~ of ~~independent~~specialized ~~nodes~~processors toand ~~securely~~high-speed ~~store~~memory ~~and~~constructed ~~retrieve~~on ~~data,~~NVIDIA ~~ensuring~~reference ~~redundancy~~architecture, ~~fault~~built ~~tolerance, and resistance~~ to ~~censorship~~function as ~~while~~a ~~incentivizing~~single ~~storage~~and ~~providers~~powerful ~~with blockchain-based rewards~~computer. ~~This~~Designed ~~acquisition~~as ~~was part of~~ a ~~transaction~~system in which SAIPL also obtained certain assets from Digital Income Fund Pty Ltd ACN 643 155 328 as trustee for the Digital Income Fund ABN 12 771 427 247 (“DIF”), an Australian company which had storage servers and ancillary equipment for the operation of ~~the~~more ~~distributed~~than ~~storage operations. In addition to these assets~~1,000 ~~SAIPL~~GPUs ~~had~~hosted ~~acquired~~inside aNEXTDC’s ~~Tier~~M3 ~~3 designed modular~~ data center, ~~although~~the itSupercluster is ~~had~~dedicated ~~not~~to ~~fully~~large-scale ~~paid~~AI ~~for~~and ~~the~~HPC ~~equipment at the time of acquisition~~workloads.

In October ~~June of 2024~~2025, ~~SharonAI~~we ~~acquired~~entered ~~over~~into ~~96%~~a ofMemorandum ~~the issued capital~~ of ~~Distributed~~Understanding ~~Storage Solutions Limited ACN 646 979 222~~ (“~~DSS~~MOU”) ~~via direct agreement~~ with ~~individual~~Cisco ~~shareholders.~~to ~~DSS~~establish isa anstrategic ~~Australian~~collaboration for ~~company~~managed ~~that~~enterprise ~~operates~~cloud ~~distributed data storage and HPC/~~AI ~~equipment~~solutions. InUnder the ~~period~~terms ~~from~~of ~~June 2024~~the ~~to December 2024~~MOU, ~~SharonAI~~Cisco ~~continued~~will ~~with~~provide ~~further~~technical ~~acquisitions~~guidance ofon ~~the~~architecting ~~issued~~enterprise-ready AI ~~capital~~data ofcenters, ~~DSS~~facilitate ~~ending~~customer ~~2024~~introductions, ~~with~~and ~~over~~offer ~~99%~~solution ofengineering ~~outstanding~~support ~~stock~~for incomplex ~~DSS.~~opportunities ~~The~~deploying ~~acquisitions~~Cisco products ~~of SAIPL~~ and ~~DSS~~technologies. ~~provided~~This ~~SharonAI~~strategic ~~with~~collaboration amarked ~~substantial~~our ~~amount~~evolution offrom ~~storage~~a ~~capacity,~~pure ~~GPUs~~infrastructure ~~and~~provider ~~CPUs,~~to a ~~core~~turnkey ~~operational~~enterprise AI ~~team~~solution ~~including~~partner ~~its current chief operating officer and strategic relationships~~ with ~~suppliers~~direct ~~including~~channel ~~Lenovo~~access ~~and~~to ~~NEXTDC.~~Australia’s ~~Both~~largest ~~SAIPL~~corporate and ~~DSS~~government ~~continue~~customers asthrough ~~SharonAI~~Cisco’s sales ~~main operating subsidiaries in Australia~~network.

In December 2025, we through our Australian subsidiary SharonAI ~~acquired~~Pty aLtd, ~~fleet~~entered ofinto ~~GPU~~an /agreement ~~CPU~~with ~~and~~strategic ~~storage~~partner ~~servers~~NEXTDC ~~and~~to ~~currently~~materially expand ~~operates~~upon ~~out~~its existing data center footprint, including the Supercluster, with up to 50MW of ~~three~~additional ~~third-party~~capacity ~~co-location~~in NEXTDC’s data ~~centers~~center infacility, ~~Australia.~~providing Asus ofwith ~~September~~access 30to data center availability that will enable us to expand and deploy more than 20,000 NVIDIA ~~2025:~~B200, B300, or GB300 GPUs.

		ExistingOperationsOnline
Total GPU’s operating		432
Total CPU’s operating		195
Total Storage Capacity (PB)		Over 51

Over the course of 2025, we deployed the Supercluster network and Spine at the NEXTDC M3 Data Center, and also acquired 16 NVIDIA H200s, which were primarily used for customer latency testing and proof of concepts. we also broadened its strategic partner ecosystem through further partnerships with VAST and Megaport to position itself as one of Australia’s leading Neoclouds.

In February ~~January of 2025~~2026, ~~SharonAI~~we ~~formed~~signed aour ~~50:50~~first ~~joint~~major ~~venture~~customer contract with ~~New~~lighthouse ~~Era Helium~~customer, ~~Inc.,~~Canva ~~named Texas Critical Data Centers LLC (“TCDC”), to fund, develop,~~ and ~~construct~~industry aparticipant ~~planned~~GMI ~~250~~Cloud ~~Mega~~US ~~Watt~~Inc. We ~~(“MW”)~~are ~~sustainable~~continuing ~~data center site project behind~~ the ~~meter~~strong ~~with~~momentum aand ~~natural~~are ~~gas-fired~~aiming ~~power~~to ~~plant~~convert ~~within~~our ~~the~~pipeline ~~Permian~~of ~~Basin~~customers ininto ~~Western~~signed ~~Texas.~~agreements ~~See~~to ~~additional~~materially ~~information~~scale the ~~about TCDC below~~business.

~~SharonAI~~We believe ~~continues~~that we are well positioned to ~~conduct~~win ~~research~~new customers and ~~development~~achieve ~~into~~significant ~~its~~scale ~~systems,~~in ~~and~~the isAsia-Pacific ~~actively~~region, ~~testing~~supported ~~several~~by ~~configurations~~our product and ~~locations~~service tooffering ~~determine~~and ~~the~~sector ~~best~~tailwinds ~~configuration~~driven ~~and~~by ~~architecture~~anticipated structural demand for ~~including~~accelerated ~~both~~computing. ~~GPU~~This ~~systems~~growth ~~and~~is ~~traditional~~underpinned by ~~CPU~~the ~~based~~strategic ~~computing~~engagements ~~systems~~which we have in place.

~~The~~Key corporate ~~Business Combination and the Business Combination Agreement~~milestones

~~Business~~On January ~~Combination~~28,2025, ~~Agreement~~Roth CH Acquisition Co., a publicly traded Cayman Islands company trading on the OTC Market (“Roth CH”), entered into a business combination agreement, with Roth CH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Roth CH (“Merger Sub”), SharonAI Inc. and Roth CH Holdings, Inc. (“Roth CH Holdings”) (such business combination agreement, the “BCA”). On December 16, 2025, Roth CH merged with and into Roth CH Holdings on December 16, 2025 and was renamed “SharonAI Holdings Inc.” and became domesticated in the State of Delaware, and on December 18, 2025, the BCA was consummated and Merger Sub merged with and into SharonAI Inc. becoming the wholly owned subsidiary of the Company.

~~On January 28, 2025, Roth CH Acquisition Co.,~~ As a ~~Cayman~~result ~~Islands~~of ~~exempted company (“Roth CH”), entered into that certain Business Combination Agreement (as amended, supplemented or otherwise modified from time to time,~~ the ~~“Business~~BCA ~~Combination~~transaction ~~Agreement”),~~described ~~by and among the Roth CH~~above, ~~Roth~~equity CHholders ~~Holdings,~~of SharonAI Inc., areceived ~~Delaware corporation and previously a direct, wholly owned subsidiary of Roth CH (~~the ~~“Domestication~~Company’s ~~Sub” or “Pubco”), Roth CH Merger Sub, Inc~~securities., aShares ~~Delaware corporation and previously a direct, wholly owned subsidiary~~ of ~~Roth CH (“Merger Sub”), and~~ SharonAI Holdings Inc., aClass ~~Delaware~~A ~~corporation~~Ordinary ~~(the~~Common ~~“SharonAI”).~~Stock ~~Following~~began ~~consummation~~trading ofon the ~~Business~~OTC ~~Combination,~~Markets ~~Roth~~under ~~CH,~~the ~~Domestication~~ticker ~~Sub~~symbol ~~and~~“SHAZ” ~~SharonAI~~on ~~are~~December ~~now referred to as the “Company”~~18, 2025.

7To fund our expansion, we have undertaken two material capital raisings, and a divestment of a non-core asset.

In December 2025, we successfully completed a US$103 million pre-initial public offering (“Pre-IPO”) capital raising in the form of unsecured convertible notes, introducing new institutional and strategic shareholders. As part of this transaction Digital Alpha Advisors LLC, which has a strategic collaboration agreement with Cisco, invested in us via the unsecured convertible note and remain strategic investors in the Company.

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~~SharonAI~~Also in isDecember 2025, we announced a ~~holding~~transition ~~company~~from ~~formed~~a tohybrid ~~acquire~~model ~~various~~of ~~assets~~site ~~focused~~development onto ora inpure-play Neocloud operator for the ~~high~~immediate term. ~~performance~~We ~~computing~~had previously formed a 50:50 joint venture, Texas Critical Data Center LLC (“~~HPC~~TCDC”) ~~industry~~, ~~specifically~~with ~~the~~New ~~artificial~~Era Energy ~~intelligence~~& ~~field~~Digital ofInc ~~technology~~(‘New Era’) in January 2025, to fund and ondevelop ~~the~~a ~~acquisition~~data ofcenter ~~the~~site ~~infrastructure~~with ~~and~~a ~~technology~~natural ~~associated~~gas ~~with~~fired power ~~the~~plant ~~development~~in ~~and~~the ~~delivery~~Permian Basin of ~~HPC~~western ~~services~~Texas. SharonAI sold its 50% interest in TCDC to ~~users~~its ~~and~~joint ~~applications~~venture ~~which~~partner, ~~require~~New ~~both~~Era, ~~large~~for a ~~amounts~~consideration of ~~graphic~~US$70 ~~processing~~million, ~~units~~paid via a combination of cash, a secured convertible promissory note and ~~central~~equity ~~processing~~in ~~units~~New ~~combined~~Era. ~~with~~The ~~expertise~~transaction was completed in ~~data~~January ~~storage~~2026.

~~The~~On January ~~Mergers~~19, 2026, we announced a potential investment from Digital Alpha of up to $200 million and a strategic technology partnership with Cisco, subject to execution of definitive documentation which is expected to enable the Company to further accelerate customer deployments and expand our cloud infrastructure for enterprise AI and high-performance compute in Australia and Asia Pacific.

~~The~~On January ~~Business~~22, ~~Combination~~2026, ~~Agreement~~Mr. ~~provided~~Wolfgang ~~that~~Schubert, ~~among~~resigned ~~other~~as ~~things~~our Chief Executive Officer and ~~upon~~from our board of directors (the ~~terms~~“Board”). In ~~and~~connection ~~subject~~with toMr. ~~the~~Schubert’s ~~conditions~~resignation ~~thereof,~~as Chief Executive Officer of the ~~following~~Company, ~~transactions~~on ~~occurred~~January ~~(together~~22, ~~with~~2026, the ~~other~~Board ~~agreements~~appointed Mr. James Manning, Non-Executive Chairman, director and ~~transactions~~greater ~~contemplated~~than by10% ~~the~~stockholder ~~Business~~of ~~Combination~~the ~~Agreement~~Company, ~~the~~as ~~“Business~~our ~~Combination”):~~Chief Executive Officer.

~~(1)~~ On January ~~December 16~~22, ~~2025~~2026, ~~Roth~~we CHannounced ~~continued~~that ~~out~~USD.AI ofhad ~~the~~approved ~~Cayman~~a ~~Islands~~debt ~~and~~facility ~~into the State~~ of ~~Delaware~~up ~~so as~~ to ~~re-domicile~~US$500 asmillion ~~and~~for ~~become~~SharonAI, a ~~Delaware~~subsidiary ~~corporation by means~~ of ~~a merger (~~the ~~“Domestication~~Company, subject ~~Merger”)~~to execution of ~~Roth~~definitive CHdocumentation. ~~with~~The ~~and~~facility ~~into~~is ~~Domestication~~expected ~~Sub,~~to ~~with~~enable ~~the~~us ~~Domestication~~to ~~Sub~~access asasset-backed, ~~the~~non-recourse ~~surviving~~financing through ~~company~~USD.AI’s ~~(the~~on-chain ~~“Domesticated~~credit ~~Parent”)~~system, ~~pursuant~~which tois ~~the~~expected ~~Companies~~to ~~Act~~allow ~~(As~~approved ~~Revised)~~GPU ofdeployments ~~the~~to ~~Cayman~~be ~~Islands~~financed ~~and~~with ~~the~~stablecoin ~~applicable~~liquidity. The ~~provisions~~structure ofis ~~the~~designed ~~Delaware~~to ~~General~~support ~~Corporation~~capital-efficient ~~Law,~~expansion asof ~~amended.~~AI ~~Upon~~infrastructure ~~the~~while ~~Domestication~~reducing ~~Merger,~~reliance ~~Domesticated~~on ~~Parent~~traditional ~~changed~~bank ~~its~~and private ~~name~~credit ~~to “SharonAI Holdings, Inc~~markets.~~”, and, thereafter.~~

~~(2)~~In February ~~(a)~~2026, we listed on the ~~Merger~~NASDAQ ~~Sub~~Capital ~~was~~Markets, ~~merged~~raising ~~with~~US$125 ~~and~~million ~~into~~in ~~SharonAI,~~a ~~(b)~~concurrent ~~the~~underwritten ~~separate~~public ~~corporate~~offering ~~existence~~before ofcosts. This ~~Merger~~transaction ~~Sub~~was ~~ceased,~~a ~~and~~key ~~Sharon~~strategic ~~was~~step that is expected to enable us to access the ~~Surviving~~largest ~~Corporation,~~public ~~and~~capital ~~(c)~~market in the ~~Surviving~~world, ~~Corporation~~providing us ~~became~~with acapital ~~wholly-owned~~raising ~~Subsidiary~~alternatives which could lower its weighted average cost of ~~the~~capital ~~Domesticated~~while ~~Parent~~minimizing ~~(the~~near-term ~~“Acquisition~~equity ~~Merger”)~~dilution.

Merger Consideration

The Aggregate Merger Consideration is 11,216,673 shares of Common Stock of the Domesticated Parent issued on December 17, 2025 at the closing of the Business Combination.

Recent Developments

~~Amendment~~On April 1, 2026, we announced a significant expansion of its AI Cloud services business, with the signing of an initial five-year, US$1.25BN TCV AI infrastructure agreement with ESDS Software Solutions Ltd. The customer has an option to ~~Yorkville Agreements~~extend for an additional 2 years. Under the terms of the contract, we will deploy an 8K B300 cluster within one of our existing data center providers in Australia, with revenue expected to commence in the third quarter of 2026.

On April ~~December 15~~13, 2025, SharonAI entered into an Amendment (the “YA Amendment”) to Convertible Promissory Notes and Note Purchase Agreement (the “YA Agreement”) with YA II PN, Ltd (“YA”). Under the terms of the YA Amendment, during the period starting on December 15, 2025 and ending on January 20, 2026, ~~(the~~we ~~“Suspension~~announced ~~Period”), (A)~~ the ~~following~~accelerated ~~obligations~~receipt of the ~~Company~~remaining ~~are~~outstanding ~~suspended:~~US$50 ~~(i)~~million ~~the~~Senior ~~obligation~~Secured toConvertible ~~assign the notes issued by SharonAI to YA (collectively, the “YA Notes”) the Company, (ii) the obligation to cause the Company to assume the~~ Promissory Note ~~or enter the Standby Equity Purchase Agreement (“SEPA”)~~, and ~~(iii)~~receipt ~~the~~of ~~obligation~~a totrue-up ~~make~~share ~~any~~issuance ~~payments~~from toNew ~~the~~Era YAEnergy ~~under~~& ~~the YA Notes~~Digital, ~~and~~Inc. (~~B) YA shall not~~NASDAQ: (iNUAI). ~~convert~~This ~~either~~accelerated YAreceipt ~~Note~~results in ~~into~~total ~~shares~~proceeds of ~~Class~~sale A Ordinary Common Stock, or (ii) have any obligations to make any further Pre-Paid Advances; in each such case provided that SharonAI strictly complies with the covenants set forth in the Amendment. SharonAI agreed that upon the expiration or termination of ~~the~~Sharon ~~Suspension~~AI’s ~~Period~~50% ~~(unless~~ownership ~~the~~interest ~~YA Notes are repaid~~ in ~~full~~TCDC ~~as provided in the Amendment), the suspension of the obligations and payments due~~ to ~~be performed under any~~ NUAI of ~~the~~US$74 ~~Agreements~~million, ~~that~~US$4 ~~may~~million ~~have~~higher ~~arose~~than ~~during~~ the ~~Suspension~~originally ~~Period~~anticipated ~~shall~~US$70 ~~be in full force and effect upon the termination of the Suspension Period~~million.

InOn April ~~connection~~26, ~~with the YA Amendment~~2026, ~~SharonAI~~we ~~agreed~~entered tointo ~~pay~~a YAsecurities ~~(i)~~purchase anagreement ~~initial~~with ~~payment~~certain ~~within~~qualified 4institutional ~~business~~buyers ~~days~~relating ofto ~~the~~a ~~date~~private offering of ~~the YA Amendment of~~ $350~~,000,~~ ~~which~~million isaggregate ~~comprised~~principal ofamount ~~(a) $263,636~~ of ~~principal of~~ the ~~promissory~~Convertible ~~note~~Notes. ~~dated~~The ~~October 21,~~Convertible ~~2025; (b) a Redemption Premium (as defined in the YA~~ Notes) inare ~~respect~~senior, ofunsecured ~~such~~obligations ~~principal~~that inmature on ~~the~~May ~~amount of $26~~1,~~364;~~ ~~and (c) $60~~2031,~~000~~ ofbear ~~accrued and unpaid~~ interest onat ~~the~~a YArate ~~Notes~~of ~~(representing~~6.00% ~~all~~per ~~accrued~~year ~~and~~payable ~~unpaid~~quarterly ~~interest~~in ~~as of December 11~~arrears, ~~2025);~~ and ~~(ii)~~are aconvertible ~~final~~into ~~payment~~shares ~~on or before the expiration~~ of ~~the~~Class ~~Suspension~~A ~~Period~~Ordinary Common inStock at an ~~amount~~initial ~~equal~~conversion toprice ~~the aggregate~~ of ~~the~~approximately ~~following~~$48.24 asper ofshare. ~~the~~The ~~date~~offering ofclosed ~~such~~on ~~payment:~~May (a) the outstanding principal of each YA Note; (b) a Redemption Premium (as defined in the YA Notes) in respect of such Principal amount; (c) the accrued and unpaid Interest of each YA Note; and (d) a $25020,~~000~~ ~~fee~~2026, ~~which aggregate payment shall be in complete payment~~ and ~~satisfaction of all amounts owed and other obligations under all of~~ the YAnet ~~Agreements~~proceeds are ~~and~~expected ~~the~~to ~~YA Agreements shall terminate and~~ be ofused nofor ~~further~~GPU ~~effect upon SharonAI making such payment~~ and ~~none~~network ~~of the parties~~procurement, ~~nor~~along ~~any~~with ofworking ~~their~~capital ~~respective~~to ~~successors~~support inrevenue-generating ~~interest~~AI orcloud ~~permitted assigns, shall have any further rights or obligations or any continuing liability under the Agreements after such payment is made by SharonAI~~deployments.

~~As of the date hereof, all amounts due under the YA Amendment have been paid and all agreements with YA are of no further force and effect.~~-8-

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Convertible Notes

On December 17, 2025, the Company entered into 10% convertible promissory notes (the “December 2025 Convertible Notes”) with three accredited investors pursuant to which the Company issued convertible promissory notes in the amount of $2,250,000 to the investor in consideration of $2,250,000. The December 2025 Convertible Notes accrue interest at a rate of 10% per annum and have a maturity date of December 17, 2026. The unpaid and outstanding principal amount and accrued interest automatically converted into shares of the Company’s Class A Ordinary Common Stock at a conversion price of $6.00. As soon as practicable (and in any event within 30-calendar days of the closing of the Business Combination Agreement, the Company agreed to file a registration statement on Form S-1 providing for the resale of the shares of Class A Ordinary Common Stock issuable upon conversion of the December 2025 Convertible Notes. The proceeds from the issuance of the December 2025 Convertible Notes were used for working capital and general corporate purposes.

TCDC Property Purchase

On December 19, 2025, TCDC completed its acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “Additional 203 Acres”) pursuant to a Contract to Purchase dated November 21, 2025 (the “203 Acre Agreement”), between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa (“Grow Odessa”), from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000. The intent is for a third-party to build gas-fired power generation on-site.

The description of the 203 Acre Agreement is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Prospectus and is incorporated herein by reference.

Sale of the Company’s interest in TCDC

On December 19, 2025, SharonAI, a subsidiary of the Company entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (the “Term Sheet”), setting forth the terms and conditions for SharonAI’s sale of 100% of its 50% interest in Texas Critical Data Centers LLC (“TCDC”) to New Era Energy & Digital Inc. (“NUAI”). TCDC is a joint venture between SharonAI and NUAI formed to fund, develop, and construct a planned 250 Mega Watt sustainable data center site project behind the meter with a natural gas-fired power plant in Ector County, Texas.

The Term Sheet obligates SharonAI and NUAI to negotiate and execute customary definitive agreements in good faith that incorporate the terms of the Term Sheet and contain other customary terms and conditions, as expeditiously as possible, and no later than January 15, 2026.

The consideration NUAI will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the occurrence of certain events, but no later than March 31, 2026; (b) $10,000,000 will be payable in common stock or other units of NUAI upon the occurrence of certain events, but no later than March 31, 2026; and (c) $50,000,000 will be payable by issuance of a senior secured convertible promissory with a right of SharonAI to convert 20% of the amount owed into common stock of NUAI and which matures and is due June 30, 2026.

The sale of the interests of TCDC are subject to the condition that SharonAI reimburse NUAI for SharonAI’s portion of the amount required to be contributed to TCDC for TCDC to purchase the Additional 203 Acres on or before January 9, 2026, which amount is approximately $2,550,000.

Both parties are prohibited from, and must ensure that their directors, shareholders, employees, professional advisers and related entities do not solicit, consider, accept or otherwise pursue and contemplate other proposals in respect of the specific transaction set forth in the Term Sheet for a period of 30 days commencing on the date of execution of the Term Sheet.

The description of the Term Sheet is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Prospectus and is incorporated herein by reference.

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New Convertible Note Financing

On December 19, 2025 SharonAI and SharonAI Pty Ltd, each a subsidiary of the Company, entered into a Convertible Note Agreement (the “New Financing Agreement”) with certain investors (the “Convertible Noteholders”), pursuant to which the Noteholders agreed to provide financing in the aggregate principal amount of approximately US$100,000,000 of unsecured, redeemable, convertible notes (the “Convertible Notes”). Canaccord Genuity Australia served as the sole lead manager for the transaction.

Promptly after entering into the New Financing Agreement, SharonAI Inc. assigned, and the Company assumed, the obligations and responsibilities of SharonAI Inc. in connection with and arising out of the New Financing Agreement and the Convertible Notes.

Pursuant to the Agreement, the Company may accept additional over-subscriptions up to a maximum aggregate total of US$200 million until January 15, 2026. The Convertible Notes bear interest at a rate of 12% per annum from April 19, 2026, through December 18, 2026, and 15% per annum on and from the December 19, 2026 until the Notes are redeemed, cancelled or converted. The Convertible Notes mature on December 19, 2027 (the “Maturity Date”), unless earlier converted or redeemed.

Under the terms of the New Financing Agreement, the Convertible Notes may be converted into shares of Class A Ordinary Common Stock of the Company in certain circumstances, including by the Company prior to a Corporate Event (as defined in the Agreement), upon completion of an initial public offering on the Australian Securities Exchange or other securities exchange (subject to additional terms) or at maturity. Upon conversion, the number of shares issuable is calculated based on the sum of principal and accrued interest divided by the lower of a discounted transaction price or a predetermined valuation cap or maturity conversion price. Conversion and issuance of securities pursuant to the Convertible Notes are subject to compliance with the rules of the Nasdaq Stock Market LLC or prior stockholder approval.

Redemption rights are available to the Convertible Noteholders on the Maturity Date or upon the occurrence of an event of default (if not converted), in which case the redemption price includes both principal and accrued but unpaid interest.

The proceeds from the offering are expected to be used primarily to accelerate the deployment of high density computing power in the form of NVIDIA GPUs, including B200’s, B300’s and GB300’s.

The foregoing description of the New Financing Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the New Financing Agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.

Reverse Stock Split and Authorized Common Stock Reduction

On December 23, 2025, the Company filed a certificate of amendment to its certificate of incorporation with the Delaware Secretary of State, which by its terms becomes effective at 9:30am ET on December 24, 2025, to (i) effectuate a 1-for-50 reverse stock split of its outstanding common stock, including both shares of its Class A Ordinary Common Stock and Class B Super Common Stock, and (ii) reduce its authorized common stock to 100,136,341 shares, being 100,000,000 shares of Class A Ordinary Common Stock and 136,341 shares of Class B Super Common Stock. In addition to reducing the shares of common stock outstanding, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options, warrants and unit purchase options and conversion of convertible notes outstanding immediately prior to the reverse stock split, with a proportional increase in the respective exercise/conversion prices.

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Summary Risk Factors

The Company believes it is important to communicate its expectations to its ~~security holders~~securityholders. However, there may be events in the future that Company is not able to predict accurately or over which ~~they~~it does not have control. The section in this prospectus entitled “Risk Factors” and the other cautionary language discussed in this prospectus provide examples of certain risks, uncertainties and events that may cause actual results to differ materially from the expectations described by the Company in such forward-looking statements. Set forth below is only a summary of certain principal risks associated with an investment in the Company’s Class A Ordinary Common Stock. You should carefully consider the following discussion of risks, as well as the discussion of risks included elsewhere in this prospectus, including those described under “Risk Factors.”

●

We have a limited operating history and have incurred operating losses since our inception and anticipate that we will continue to incur losses in the foreseeable future, which could adversely impact our operations, strategy and financial performance.

●

We may be unable to raise additional capital needed to grow our business.

●

The cost of obtaining new and replacement compute and storage servers and ancillary equipment, parts and other data center related equipment has historically been capital-intensive and is likely to continue being capital-intensive, which could materially and adversely affect our business, financial condition, and results of operations.

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Our business has and is expected to continue to have significant customer concentration.

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Our industry has significant competition and technological change.

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We may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect our business.

● The Company or our suppliers may not be able to procure or repair hardware that is required in our operations. ● We are substantially dependent on NVIDIA Corporation as a supplier of GPUs, and any disruption in our ability to obtain NVIDIA GPUs could materially and adversely affect our business, financial condition, and results of operations.

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Supply chain and logistics issues for us, our contractors or our suppliers may delay our expansion plans or increase the cost of constructing our infrastructure.

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Any long-term outage or limitation of the internet and network connections at our sites could materially impact our operations and financial performance.

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Access to reliable electricity sources at reasonable prices, developed land and co-location arrangements are critical to our growth and profitability.

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Serial defects in our GPUs and other equipment may result in failure or underperformance relative to expectations and impact our operations and financial performance.

● Cyber-security threats pose a challenge to our business and a risk of reputational damage.

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Cyberattacks and security breaches of cloud services, or those impacting our third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.

●

Global climate change and related environmental regulations may have an adverse effect on our business operations and financial position.

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Our operations could be negatively impacted by import tariffs and/or other government mandates.

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We maintain cash deposits in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial performance.

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Our results of operations may suffer if the Company is not able to successfully manage our exposure to foreign exchange rate risks.

● Our international operations ~~subjects~~subject us to international operational, financial, legal, political and public health risks which could harm our operating results.

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●

We use certain open-source technology in our business. We may face claims from open-source licensors claiming ownership of, or demanding the release of, the technology and any other intellectual property that the Company developed using or derived from such open-source technology.

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Impact of advancements in artificial intelligence on demand for AI and HPC data centers may reduce the need for HPC and AI-specific data center infrastructure, which could have an adverse effect on our business, results of operations, and financial condition.

● Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the digital asset exchange markets.

● We cannot assure the completion of our joint venture’s data center site project, and even after such completions, we may not be able to generate adequate revenue to operate profitably and/or to continue as a going concern.

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Our business depends upon the demand for data centers.

● Our business is expected to have significant customer concentration.

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If we incorrectly estimate our hosting capacity requirements and related capital expenditures, our results of operations could be adversely affected.

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HPC/AI and data center activities are energy-intensive, which may restrict the geographic locations of our activities to locations with renewable sources of power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to HPC and data center operators, including us.

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Regulatory restrictions that target AI, including, but not limited to, export restrictions may have a material adverse impact on our intended operations.

● The holders of shares of Class B Super Common Stock will own a significant voting percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. ● Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate. ● We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the Notes, and our other indebtedness may limit our ability to repurchase the Notes or to pay any cash amounts due upon their maturity or conversion. ● Not all events that may adversely affect the trading price of the Notes and our Class A Ordinary Common Stock will result in an adjustment to the conversion rate. ● A large number of shares of Class A Ordinary Common Stock may be sold in the market following this offering, which may significantly depress the market price of the Company’s Class A Ordinary Common Stock.

~~● The Selling Shareholders may choose to sell the Shares and Private Warrant Shares at prices below the current market price.~~-10-

● A large number of shares of the Company’s Class A Ordinary Common Stock may be sold in the market following this offering, which may significantly depress the market price of the Company’s Class A Ordinary Common Stock.

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~~ABOUT~~THE ~~THIS~~ OFFERING

Issuer	SharonAI Holdings, Inc.
Shares of Common Stock offered by the Selling Shareholders:	(i) 5,270,586 shares of Class A Ordinary Common Stock; and (ii) up to 214,982 shares of Class A Ordinary Common Stock upon exercise of the Private Warrants.
Resale of the Shares:
Securities registered for primary issuance:	We are registering the primary issuance of an aggregate of up to 230,000 shares of Class A Ordinary Common Stock underlying the Public Warrants.
Shares of Common Stock offered by the Selling Securityholders:	Up to 11,292,009 shares of Class A Ordinary Common Stock issuable upon conversion of Notes based upon the maximum Conversion Rate of 24.8750 shares of Class A Ordinary Common Stock per $1,000 of Notes of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes.
Shares of Common Stock outstanding	11,967,005 (1) shares, which includes 11,830,664 shares of Class A Ordinary Common Stock and 136,341 shares of Class B Super Common Stock (collectively, “Common Stock”)
Use of proceeds:	We will not receive any proceeds from any sale of the Shares by the Selling Securityholders. See “Use of Proceeds.”
Shares of Common Stock outstanding after completion of this offering:	12,411,987 (1) shares (assuming the exercise for cash of outstanding Warrants to purchase 444,982 shares of Class A Ordinary Common Stock)
Risk factors:	See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.
Use of proceeds:	We will not receive any proceeds from any sale of the Shares or the Private Warrant Shares by the Selling Shareholders. We will receive proceeds in the event that any of the Warrants are exercised at the exercise prices per share for cash which would result in gross proceeds of approximately $256 million if all such Warrants are exercised for cash. Any proceeds that we receive from the exercise of the Warrants will be used for working capital, capital expenditures, product development, and other general corporate purposes, including investments in sales and marketing in the United States and internationally. See “Use of Proceeds.”
Nasdaq Stock Market symbol:	SHAZ
Risk factors:	An investment in the shares of Class A Ordinary Common Stock offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section on page 14, and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations
Resale of the Notes:
OTC Markets symbol:	SHAZ
Notes offered by the Selling Securityholders	6.00% Senior Convertible Notes due 2031 in the aggregate principal amount of $350,000,000.
	The number of shares of our common stock to be outstanding immediately before and after this offering is based on 11,967,005 share of Common Stock outstanding as of January 16, 2026 and excludes as of such date:
Maturity Date	May 1, 2031
		●	90,686 shares of Class A Ordinary Common Stock issuable upon the exercise of outstanding options and warrants at a weighted average exercise price of $6.71 per share; and
Interest Payment	The Notes bear interest at the rate of six percent (6.00%). Interest is payable on each of January 1, April 1, July 1 and October 1, beginning on July 1, 2026.
		●	1,200,000 shares of Class A Ordinary Common Stock reserved for issuance under our equity incentive plans.
Security	The Notes are unsecured obligations of the Company. However, the Notes were fully and unconditionally guaranteed on a senior unsecured basis by the “Subsidiary Guarantors” (as defined in this prospectus) named in the Indenture, subject to the terms of the Indenture (as defined below).
Conversion:	The Notes are convertible at a holder’s option into an amount of Shares equal to the initial Conversion Rate of 20.7292 per $1,000 of the sum of the aggregate principal amount of Notes, plus all accrued and unpaid interest on such Notes, which is equivalent to a Conversion Price of approximately $48.24, subject to adjustment and a maximum Conversion Rate of 24.8750 and a Conversion Price floor of $40.201. The conversion price is subject to customary adjustments for certain corporate events as provided in the Notes. If any such event occurs, the number of Shares issuable upon conversion may be higher than implied by the initial conversion price. Subject to certain conditions, the Notes are also subject to conversion at the option of the Company following November 18, 2027, but only if during a specified period following November 18, 2027, the Class A Ordinary Common Stock trades at a price that exceeds 200% of the Conversion Price or over approximately $96.48 per share. See the section titled “Description of Notes” for further description of the Notes.
Fundamental Transaction	If the Company undergoes a Fundamental Change (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Use of Proceeds	We will not receive any proceeds from the sale of the Notes by the Selling Securityholders pursuant to this prospectus. See “Use of Proceeds.”
Risk Factors	See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.

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RISK FACTORS

Any investment in the Company’s Class A Ordinary Common Stock involves a high degree of risk. Before deciding whether to purchase the Company’s Class A Ordinary Common Stock, investors should carefully consider the risks described below. Our business, financial condition, operating results and prospects are subject to the following material risks. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of the Company’s Class A Ordinary Common Stock could decline, and our stockholders may lose all or part of their investment in the shares of the Company’s Class A Ordinary Common Stock. If any of these risks actually occur, our business, financial condition, results of operations or cash flow could be adversely ~~effected~~affected. This could cause the trading price of the Company’s Class A Ordinary Common Stock to decline, resulting in a loss of all or part of your investment. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. Please also read carefully the section above entitled “Special Note Regarding Forward-Looking Statements.” References to “we,” “us,” or “our” in this section refer to the Company.

Risks Related to ~~SharonAI’s~~Our Business in General

We have a limited operating history and have incurred operating losses since our inception and anticipate that the Company will continue to incur losses in the foreseeable future, which could adversely impact our operations, strategy and financial performance.

During the short time ~~the~~ we have operated itwe ~~has~~have incurred net losses. We expect to continue to incur losses for the near future, and these losses may increase as we pursue our growth strategy. With the expansion of our two main businesses, our HPC/AI cloud platform and the development of data center assets, no certainty exists that we will become profitable and, even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. The future expansion of our business likely requires substantial capital costs and expenses and there can be no assurance that subsequent operational objectives will be achieved. If we do not achieve our operational objectives, and if we do not generate cash flow and income, our financial performance and long-term viability may be materially and adversely affected. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, results of operations and cash flows.

We have an evolving business model and strategy.

We expect our business model and strategy to continue to evolve in the future. As artificial intelligence and high-performance computing become more widely available, and as the needs of data centers increase, we expect related services and products to evolve. In order to stay current with our industry, our business model will also need to evolve. Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing services and to create successful new services, both independently and in conjunction with developers or other third parties. As a result, from time to time, we may modify aspects of our business model relating to our strategy. Our growth strategy includes exploring the expansion and diversification of our revenue sources into new markets. We cannot offer any assurance that these or any other modifications to our business model and strategy will be successful or will not result in harm to our business. Such modifications may increase the complexity of our business and place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Moreover, we may not be able to manage growth effectively, which could damage our reputation, limit our growth and adversely affect our operating results. Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities within our industry or other markets we seek to expand into, and we may lose out on such opportunities. These efforts, including the introduction of new services or changes to existing services, may also result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. If our new or changed services fail to engage users or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely affected.

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Our results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our results of operations, including the levels of our net revenues, expenses, net loss and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our limited operating history.

The results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect the market price of the Company’s Class A Ordinary Common Stock. Factors that may cause fluctuations in our annual financial results include:

● the amount and timing of operating expenses related to our new business operations and infrastructure; and ● general economic, industry and market conditions.

● general economic, industry and market conditions.

We may be unable to raise additional capital needed to grow our business.

At least until our business strategy is implemented there may be a need to raise additional capital to expand our operations and pursue our growth strategies, including potential acquisitions of complementary businesses, and to respond to competitive pressures or unanticipated working capital requirements. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional funds through one or more equity financings, our stockholders may experience significant dilution of their ownership interests, and the per share value of the Company’s Class A Ordinary Common Stock could decline. Furthermore, if we engage in additional debt financing, the holders of debt likely would have priority over the holders of common stock on order of payment preference. We may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions including terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our stockholders.

Our operations require significant capital investment to purchase and maintain the property and equipment required to provide our services. Our operations can only be profitable if the costs, inclusive of hardware and electricity costs, associated with high-performance computing and data center operations are lower than the reward or fee for service received. Our business, financial condition, and results of operations are dependent on our ability to operate with greater revenue than costs. As the cost of obtaining new equipment increases, the cost of operating also increases. This requires a corresponding increase in the price of services for us to maintain profitability. We experience ordinary wear and tear from operation and may also face more significant malfunctions caused by factors which may be beyond our control. Additionally, as technology evolves, we may acquire newer models of equipment to remain competitive in the market. Consequently, we will rely on capital markets, as sources of liquidity for capital requirements for growth. If we are unable to access capital at competitive rates, the ability to implement business plans, make capital expenditures or pursue acquisitions we would otherwise rely on for future growth may be adversely affected. Market disruptions may increase the cost of borrowing or adversely affect our ability to access one or more financial markets. Such market disruptions could include:

● A significant economic downturn; ● The financial distress of unrelated industry leaders in the same line of business; ● Deterioration in capital market conditions; ● Turmoil in the financial services industry; ● Volatility in GPU prices; ● Terrorist attacks;

~~● The financial distress of unrelated industry leaders in the same line of business;~~-13-

● Deterioration in capital market conditions;

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● ~~Turmoil~~Trade intariff ~~the~~or ~~financial~~restrictions; ~~services~~● ~~industry~~War; and/or ● Cyberattacks.

● Volatility in GPU prices;

● Terrorist attacks;

● Trade tariff or restrictions

● War; and/or

● Cyberattacks.

Our business has and is expected to continue to have significant customer concentration.

We generate a large portion of our revenue (around 9982% in ~~2024~~2025) from a small number of customers (3 customers in ~~2024~~2025). There are inherent risks whenever a large percentage of total revenue is concentrated with a limited number of customers. If we were to lose one or more of our customers, our operating results could be materially adversely affected.

We expect that the limited number of customers will continue to account for a high percentage of our revenue for the foreseeable future. In addition, demand for our services generated by these customers may fluctuate significantly from quarter to quarter. The concentration of our customer base increases risks related to the financial condition of our customers, and the deterioration in the financial condition of a single customer or the failure of a single customer to perform its obligations could have a material adverse effect on our results of operations and cash flow. In the event that any of our customers experience a decline in their equipment usage for any reason, or decide to discontinue the use of our services, we may be compelled to lower our prices or risk losing a significant customer. Such developments could adversely affect our profit margins and financial position, leading to a negative impact on our revenue and operational results.

We are substantially dependent on NEXTDC as our primary data center provider, and any delay, disruption or failure by NEXTDC could materially impair our ability to deliver services and generate revenue.

We have secured up to 54MW of capacity through NEXTDC and rely on NEXTDC to host substantially all of our GPU infrastructure. If NEXTDC experiences construction delays, financial difficulties, power supply issues, or fails to deliver contracted capacity on schedule, we may be unable to deploy our GPU fleet, fulfill customer contracts, or generate anticipated revenue. Our revenue projections and growth strategy are materially dependent on NEXTDC delivering capacity on time and as contracted. Any failure or delay by NEXTDC could cause us to miss revenue guidance, breach customer agreements, and suffer reputational harm, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We may fail to retain existing customers and attract new customers the results of which could have a material adverse effect on our business, financial condition and results of operations.

The success of SharonAI’s business and implementation of its growth strategy relies on its ability to retain existing customers and attract new customers. There is no guarantee that we will be able to enter into contracts with new customers on similar terms to its existing customers (including as to initial contract term and renewal mechanisms) or at all. An inability to attract new customers may have a materially adverse impact on our financial performance and cash flows. Additionally, we cannot guarantee that any existing or future customers will not terminate their arrangements with us during or at the end of their initial contract term or any subsequent term. There is a risk that customers may reduce or cease usage of our offerings or that they may not increase their usage, which would result in a reduction (or limited growth) in the revenue.

The Company cannot predict how or to what extent the demand for its products in the digital infrastructure market will develop going forward. If the Company fails to obtain the necessary equipment or fail to effectively utilize this equipment, or if the digital infrastructure market does not develop as the Company currently anticipates based on the expected growth of HPC/AI, the Company’s revenues, growth prospects, and financial condition could be materially and adversely affected.

The Company’s future growth strategy may also include the acquisition of patented technologies or businesses with complementary capabilities. Such acquisitions involve numerous risks, including: the inability to enter into or complete acquisition agreements; difficulties integrating operations, technology and personnel; failure to achieve anticipated synergies or financial benefits; challenges in maintaining effective controls, procedures and policies during integration; diversion of management attention; and limitations in due diligence that may result in unidentified legal, financial, tax or intellectual property risks. If the Company is unable to effectively manage these risks, its business, financial condition and results of operations could be materially adversely affected.

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The lack of back-to-back contractual provisions with key suppliers could cause operational issues which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s customer and partner agreements do not consistently provide “back-to-back” protections aligned with its key supplier contracts, including arrangements with Lenovo and NEXTDC. Certain Lenovo Statements of Work permit Lenovo to terminate services if, in its sole opinion, a material adverse change occurs in the Company’s business, operations or financial condition. However, the Company’s customer agreements do not clearly provide corresponding termination or suspension rights in these circumstances.

As a result, the Company (or its subsidiaries as the contracting party under certain customer service agreements) may remain contractually liable to customers even if a key supplier terminates or suspends services. Any such circumstances could expose the Company to operational disruption, contractual liability or financial loss, which may have a material adverse effect on the Company’s business, financial condition and results of operations.

Our ability to meet customer demand for GPU compute services is dependent on the timely deployment of infrastructure, and we may be unable to fulfill customer commitments if deployment is delayed.

We have entered into, or are seeking to enter into, take-or-pay customer contracts that assume timely availability of GPU infrastructure. If hardware delivery is delayed, data center capacity is not available as scheduled, or technical commissioning takes longer than anticipated, we may be unable to meet our contractual obligations to customers. In such circumstances, we could face contractual liability, reputational damage, and loss of customers. Investors should not place undue reliance on our stated pipeline or contracted revenue as an indicator of near-term financial performance, as the conversion of pipeline to revenue is contingent on successful and timely infrastructure deployment.

Our public statements regarding our capacity to meet AI compute demand may not reflect the full extent of operational and infrastructure risks, which could expose us to securities litigation.

Companies in the AI infrastructure sector, including our competitors, have faced securities fraud class action lawsuits alleging that public statements overstated the ability to meet customer demand while concealing known infrastructure constraints. We make forward-looking statements regarding our capacity expansion, customer pipeline, and revenue potential. If actual results differ materially from these statements due to data center delays, hardware procurement issues, or customer contract failures, investors who purchased our securities in reliance on such statements may bring claims against us. Such litigation, even if ultimately unsuccessful, could be costly, divert management attention, and harm our reputation and stock price.

Revenue guidance and financial projections may be materially impacted by factors outside our control, including third-party data center construction timelines and GPU delivery schedules.

Our revenue projections assume that GPU hardware will be delivered, installed, and operational within anticipated timeframes, and that contracted data center capacity will be available as planned. These assumptions are subject to risks including supply chain disruptions, construction delays by third-party data center operators, and commissioning delays. As demonstrated by recent industry experience, even a single data center provider experiencing delays can cause a material reduction in revenue guidance. Our financial forecasts may prove inaccurate if any of these dependencies are not met on schedule, and any downward revision to guidance could cause a significant decline in the price of our securities.

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Our concentration of data center infrastructure with a single primary provider creates significant operational and financial risk that may not be fully reflected in our current disclosures.

Unlike larger cloud infrastructure providers that operate across dozens of data center facilities, we currently operate substantially all of its GPU infrastructure within NEXTDC facilities. This concentration means that any adverse event affecting NEXTDC - including regulatory action, power supply constraints, natural disasters, or financial distress - could simultaneously affect all or substantially all of our operational capacity. Our insurance may not adequately cover losses arising from such events. Investors should be aware that this concentration risk is materially greater than that of more diversified infrastructure operators, and that our ability to generate revenue is therefore more sensitive to the performance of a single counterparty than may be apparent from a review of our business description alone.

The presence of a minority shareholder may increase administrative complexity and reduce structural flexibility in relation to DSS. Any such constraints could, in certain circumstances, affect the Company’s ability to implement corporate or operational initiatives involving DSS as efficiently as if DSS were wholly owned, which may have an adverse effect on the Company’s business, financial condition and results of operations.

Certain key supplier agreements and assets are held through DSS, a subsidiary of the Company that is not wholly owned. A minority shareholder holds approximately 0.5% of the issued capital of DSS.

As DSS is not wholly owned, the Company must manage certain matters relating to DSS in accordance with applicable corporate governance requirements and shareholder rights under law and DSS’s constituent documents. This may affect the manner and timing in which certain corporate actions, restructurings or transactions involving DSS are implemented.

We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our ability to compete in the highly competitive digital infrastructure industry, including HPC/AI cloud services and data center development, depends upon our ability to attract and retain highly qualified personnel. The responsibility of the direction and operation of our business relies heavily on a small number of key people, including CEO ~~Wolf~~James ~~Schubert and COO Andrew Leece~~Manning. If any of our key employees or service providers cease their involvement in our business or, in the unfortunate situation one or more of them are seriously injured or dies, this loss would have a significant and likely adverse impact on us.

To induce valuable employees to remain at our company, in addition to salary and cash incentives, we have provided equity awards that vest over time. The value to employees of equity awards that vest over time may be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract more lucrative offers from other companies. Despite our efforts to retain valuable employees, members of our management team may terminate their employment with us on short notice. Although we have employment agreements with some of our key employees, these employment agreements provide for at-will employment, which means that any of our employees could leave our employment at any time, with or without notice. We do not maintain “key man” insurance policies on the lives of these individuals or the lives of any of our other employees.

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We may not have, or be able to obtain or maintain, relevant business insurance.

Due to the industry in which we operate, we may not be able to obtain or maintain some types of insurance that operators of similar businesses would usually obtain, on commercially viable premiums, or at all. Currently, we do not have any business liability or disruption insurance to cover our operations, other than director’s and officer’s liability insurance. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and financial condition.

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Failure to effectively manage our growth could place strains on our managerial, operational, and financial resources and could adversely affect our business and operating results.

As our infrastructure operations grow, the administrative demands upon us will grow, and our success will depend upon our ability to meet those demands. We are organized as a holding company, with numerous subsidiaries. Both the parent company and each of our subsidiaries require certain financial, managerial, and other resources, which could create challenges to our ability to successfully manage our subsidiaries and operations and impact our ability to assure compliance with our policies, practices, and procedures. These demands include, but are not limited to, increased executive, accounting, management, legal services, staff support, and general office services. We may need to hire additional qualified personnel to meet these demands, the cost and quality of which is dependent in part upon market factors outside of our control. Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective workforce, and our failure to do so could adversely affect our business and operating results.

We have potential risks in connection with growth and acquisitions.

Our future growth may depend in part on our ability to acquire patented technologies or potential target companies that have synergies with our business activities. Such acquisitions are subject to numerous risks, including, but not limited to the following:

● our inability to enter into a definitive agreement with respect to any potential acquisition, or if we are able to enter into such agreement, our inability to consummate the potential acquisition; ● difficulty integrating the operations, technology, and personnel of the acquired entity including achieving anticipated synergies; ● our inability to achieve the anticipated financial and other benefits of the specific acquisition; ● difficulty in maintaining controls, procedures, and policies during the transition and monetization process; ● diversion of our management’s attention from other business concerns; and ● failure of our due diligence process to identify significant issues, including issues with respect to patented technologies and other legal, tax, and financial contingencies.

● difficulty integrating the operations, technology, and personnel of the acquired entity including achieving anticipated synergies;

● our inability to achieve the anticipated financial and other benefits of the specific acquisition;

● difficulty in maintaining controls, procedures, and policies during the transition and monetization process;

● diversion of our management’s attention from other business concerns; and

● failure of our due diligence process to identify significant issues, including issues with respect to patented technologies and other legal, tax, and financial contingencies.

If we are unable to manage these risks effectively as part of any acquisition, our business could be adversely affected.

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We may acquire other businesses, form joint ventures or acquire other companies or businesses that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense; notwithstanding the foregoing, our growth may depend on our success in uncovering and completing such transactions.

We cannot offer any assurance that acquisitions of businesses, assets, and/or entering into strategic alliances or joint ventures will be successful. We may not be able to find suitable partners or acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing infrastructure. In addition, in the event we acquire any existing businesses we could assume unknown or contingent liabilities.

Any future acquisitions also could result in the issuance of shares, the incurrence of debt, contingent liabilities, or future write-offs of intangible assets or goodwill, any of which could have a negative impact on our cash flows, financial condition, and results of operations. Integration of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing and expanding our existing business. We may experience losses related to potential investments in other companies, which could harm our financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance, or joint venture if such investments do not materialize.

To finance any acquisitions or joint ventures, we may choose to issue common shares, preferred shares, or a combination of debt and equity as consideration, which could significantly dilute the ownership of our existing stockholders or provide rights to such preferred stockholders in priority over our common shareholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using shares as consideration.

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We rely on certain strategic partnerships with NVIDIA, Cisco and Lenovo. If any of these strategic partnerships were terminated, not renewed, materially amended, or became less effective, the Company’s ability to generate customer referrals, access enterprise sales channels, or support large-scale deployments may be adversely affected which could have material adverse effect on the Company’s business, financial condition, operating results and growth prospects.

The Company’s customer acquisition strategy is materially supported by strategic partnerships, including arrangements with NVIDIA, Cisco and Lenovo. In particular, we benefit from referral activity through NVIDIA’s consumption desk, channel integration opportunities via Cisco’s enterprise sales team (including access to government and enterprise customers), and technical and sales collaboration with Lenovo.

If any of these partnership arrangements were terminated, not renewed, materially amended, or became less effective, the Company’s ability to generate customer referrals, access enterprise sales channels, or support large-scale deployments may be adversely affected. In particular, reduced referral flow from the Company’s referral partners could materially impact pipeline conversion, customer acquisition rates and revenue growth.

There is no assurance that these partnerships will continue on current terms, or at all. Changes in the commercial priorities, financial condition, competitive positioning or strategic direction of these partners, or a deterioration in the Company’s relationship with them, could result in reduced collaboration, fewer customer introductions or loss of strategic support. Any such outcome may have a material adverse effect on the Company’s business, financial condition, operating results and growth prospects.

Our future results will suffer if we do not effectively manage our expanded operations.

The size of our business is forecast to increase significantly beyond the size of our historical businesses on a stand-alone basis. Our future success depends, in part, upon our ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurance that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements, and other benefits anticipated from the growth.

Our industry has significant competition and technological change

The markets in which we operate are highly competitive, we expect that competition will continue to be intense due to rapid technological changes, frequent product introductions and improvements used by our competitors, or new competitors of our services that may provide. Our competition through these changes may offer better performance that may include additional features that render our products comparatively less competitive. We may also face aggressive pricing by competitors, especially during challenging economic times. In addition, our competitors may have significant marketing and sales resources which could increase the competitive environment in a declining market or during challenging economic times, leading to lower prices and margins. Some competitors may have greater access or rights to complementary technologies or supplies for improved equipment.

The market for high-performance computing and cloud services is driven in large part by demand for server clusters, specialized or high-performance applications, and hosted software solutions which require fast and efficient data processing and is characterized by rapid advances in technologies. It is difficult to predict the development of demand for high-performance computing and cloud services, the size and growth rate for this market, the entry of competitive products, or the success of any existing or future products that may compete with any high-performance computing and cloud services we may develop. There has been an increasing number of competitors providing high-performance computing and cloud services, which has resulted in increasing competition and pricing pressure that may cause us to reduce our pricing in order to remain competitive. Meanwhile, if there is a reduction in demand for any high-performance computing and cloud services, whether caused by a lack of customer acceptance, a slowdown in demand for computational power, an overabundance of unused computational power, advancements in technology, technological challenges, competing technologies, and solutions, decreases in corporate and customer spending, weakening economic conditions or otherwise, it could result in reduced customer orders, early order cancellations, the loss of customers, or decreased sales, any of which would adversely affect our business, results of operations and financial condition.

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The market for large-scale data center developments ~~such as TCDC~~ is driven by large enterprise customers. Access to sufficient and reliable power is a key factor for the success of such a development project. ~~For~~Developing TCDC, we are planning on constructing natural gas-fired power generation on-site with power solution partners but there can be no guarantee that we will be successful in this regard, and we are competing with developments that are connecting to existing power generation. In addition, developing data center projects is a complex process with many stakeholders and considerations, including permitting and fiber connectivity, and we are competing with more established competitors.

Our existing and potential competitors may have various competitive advantages over us, such as:

● greater name recognition, longer operating histories, and larger market shares; ● more established marketing, banking, and compliance relationships; ● more efficient hardware; ● greater data center capabilities (for example, through adoption of proprietary technology); ● more developed sales and customer management capabilities; ● more developed technical capabilities; ● more timely introduction of new technologies; ● preferred relationships with suppliers, including of compute servers and other equipment; ● better access to more competitively priced power; ● greater reliability in electricity supply, whether as a result of a greater number of backup sources of power or otherwise; ● greater financial resources and access to capital to acquire new hardware, businesses, and capabilities to enable growth; ● more reliable network connections as a result of the location of their data centers to key interconnect points and internet connections; ● lower labor, compliance, risk mitigation, and research and development costs; ● larger and more mature intellectual property portfolios; ● greater number of applicable licenses or similar authorizations; ● fewer regulatory restrictions, including with respect to energy supply; ● established core business models outside of high-performance computing, allowing them to operate on lesser margins or at a loss; ● operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and ● substantially greater financial, technical, and other resources.

● more established marketing, banking, and compliance relationships;

● more efficient hardware;

● greater data center capabilities (for example, through adoption of proprietary technology);

● more developed sales and customer management capabilities;

● more developed technical capabilities;

● more timely introduction of new technologies;

● preferred relationships with suppliers, including of compute servers and other equipment;

● better access to more competitively priced power;

● greater reliability in electricity supply, whether as a result of a greater number of backup sources of power or otherwise;

● greater financial resources and access to capital to acquire new hardware, businesses, and capabilities to enable growth;

● more reliable network connections as a result of the location of their data centers to key interconnect points and internet connections;

● lower labor, compliance, risk mitigation, and research and development costs;

● larger and more mature intellectual property portfolios;

● greater number of applicable licenses or similar authorizations;

● fewer regulatory restrictions, including with respect to energy supply;

● established core business models outside of high-performance computing, allowing them to operate on lesser margins or at a loss;

● operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and

● substantially greater financial, technical, and other resources.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.

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We may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect our business.

Competitive conditions within our industry require that we use sophisticated technology in the operation of our business. The digital infrastructure industry, including HPC/AI computing and the development of data center assets, is characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards. New technologies, techniques, or products could emerge that might offer better performance than the software and other technologies we currently utilize, and we may have to manage transitions to these new technologies to remain competitive. We may not be successful, generally or relative to our competitors, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the implementation of any such new technology into our operations, we may experience system interruptions and failures during such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may expect as a result of implementing new technology into our operations. As a result, our business and operations may suffer, and there may be adverse effects on the value of the Company’s Class A Ordinary Common Stock.

We or our suppliers may not be able to procure or repair hardware that is required in our operations.

Geo-political events in recent times have caused multiple supply chain disruptions for companies globally. Our business relies on certain hardware such as the compute and storage and ancillary equipment, equipment related to data center and power infrastructure, and other digital infrastructure technologies. If we are unable to procure such equipment, or replacement parts (at commercial prices or at all), or they are delayed, our operations may be adversely affected which would likely have a material adverse effect on our business, financial condition, results of operations and prospects. If the manufacturers of such hardware are unable to obtain materials or components themselves, they may experience manufacturing delays or have to cease manufacturing altogether. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, increased costs of labor, freight costs and raw material prices along with a shortage of qualified workers.

There are a small number of major suppliers of GPUs and the equipment we require globally, and manufacturing related to our business is concentrated in a limited number of countries. If we were unable to source compute, storage, and ancillary equipment from those suppliers (for example due to overwhelming global demand for servers with appropriate GPUs) at a commercial price, or at all, this would have a materially adverse impact on our business, financial condition, results of operations and prospects. Even if the suppliers have agreed to supply us with equipment, they may fail to supply the equipment due to their inability to manufacture a sufficient amount of the required equipment due to a shortage of components or resources such as semiconductors, a default, insolvency, a change in control, or change of laws (including export/import restrictions, quotas or tariffs).

The trade policies of the U.S., on one hand, and foreign countries on the other hand, are dynamic at the moment, and trade policies such as export/import restrictions, quotas, or tariffs, changing with either of these countries, or others, may reduce the ability of our suppliers to supply us with the equipment we need, or create a shortage or lack of components necessary for their manufacture.

Uncertainties due to evolving laws and regulations could also impede the ability of a foreign-based company, to obtain or maintain permits or licenses required to conduct business in various markets. Changes in any of these policies, laws and regulations, or the interpretations thereof, as they relate to the digital infrastructure hardware suppliers, could have a negative impact on our business.

Additionally, if our electricity suppliers are negatively affected by the international supply chain issues they may not be able to maintain or grow their facilities, and may breach their commitments to supply us or our colocation data center providers with the contracted power, or we may be unable to source extra power in the future to enable our growth. This would likely have a material adverse effect on our business, financial condition, results of operations and prospects.

Such supply chain disruptions have the potential to cause material impacts to our operating performance and financial position if the delivery of equipment for our facilities is delayed.

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We are substantially dependent on NVIDIA Corporation as a supplier of graphics processing units (“GPUs”), and any disruption in our ability to obtain NVIDIA GPUs could materially and adversely affect our business, financial condition, and results of operations.

Our artificial intelligence products and services rely extensively on high-performance GPUs to train, fine-tune, and deploy machine learning models. We currently source a significant portion - and in certain configurations, substantially all - of our GPU computing capacity from NVIDIA Corporation (“NVIDIA”), whose products, including the H100, H200, and related data center GPU architectures, are integral to our infrastructure and technology stack. This dependency exposes us to a number of significant risks, including the following:

Supply Constraints and Allocation Risk. NVIDIA GPUs, particularly those used in data center and AI workloads, have experienced and may continue to experience significant supply constraints due to high global demand from cloud service providers, hyperscalers, governments, and other AI companies competing for the same limited supply. NVIDIA allocates its GPU supply among customers based on a variety of factors, including purchase history, strategic relationships, and contract commitments, over which we may have limited or no control. There can be no assurance that we will be able to obtain GPUs in the quantities, timeframes, or at the prices necessary to execute our business strategy. Failure to secure adequate GPU supply could delay product development, limit our ability to scale our services, and cause us to lose customers or market share to better-capitalized competitors with preferential access to GPU supply.

Sole- or Limited-Source Supplier Risk. We do not have long-term supply agreements with NVIDIA that guarantee pricing, volume, or delivery schedules. To the extent NVIDIA reduces allocations to us, prioritizes other customers, discontinues products on which we rely, or materially modifies its product roadmap, we may be unable to obtain equivalent alternatives in a timely or cost-effective manner. While alternative GPU suppliers exist, including Advanced Micro Devices, Inc. (“AMD”) and certain proprietary silicon providers, we may encounter significant technical, operational, and financial challenges in transitioning to alternative hardware, including costs associated with software re-engineering, system integration, and performance optimization.

Pricing and Cost Risk. NVIDIA has significant pricing power with respect to its data center GPU products, and prices for such products have increased substantially in recent periods. NVIDIA may further increase prices, impose unfavorable purchase terms, or require minimum purchase commitments that strain our liquidity and capital resources. Significant increases in GPU acquisition or leasing costs could adversely affect our gross margins and overall profitability, and we may not be able to pass such cost increases on to our customers.

Export Controls and Geopolitical Risk. NVIDIA’s ability to sell and deliver certain GPU products is subject to U.S. export control laws and regulations administered by the U.S. Department of Commerce, including the Export Administration Regulations (“EAR”). The U.S. government has imposed, and may in the future impose additional, restrictions on the export of advanced semiconductor products, including NVIDIA GPUs, to certain countries and end users. Changes in U.S. export control policy, trade restrictions, or geopolitical conditions could limit NVIDIA’s ability to manufacture, distribute, or deliver its GPU products, which could in turn constrain our access to the hardware we require to operate our business.

Manufacturing and Supply Chain Concentration Risk. NVIDIA relies on a highly concentrated manufacturing supply chain, including Taiwan Semiconductor Manufacturing Company Limited as its primary chip fabrication partner, as well as a limited number of advanced packaging and assembly suppliers. This concentration creates risks related to geopolitical instability (particularly with respect to cross-strait relations between Taiwan and the People’s Republic of China), natural disasters, pandemics, labor disruptions, and other events beyond our or NVIDIA’s control that could interrupt GPU production and delivery worldwide.

Technological Dependency and Compatibility Risk. Our software architecture, model training pipelines, and inference infrastructure are optimized for NVIDIA’s CUDA parallel computing platform and associated software libraries. This deep technical dependency may make it difficult, time-consuming, and expensive to migrate our workloads to alternative hardware platforms, even if such alternatives become commercially available. Should NVIDIA alter its software ecosystem, licensing terms, or hardware interface standards, we may incur significant engineering costs and experience service disruptions.

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Supply chain and logistics issues for us, our contractors or our suppliers may delay our expansion plans or increase the cost of constructing our infrastructure.

The equipment used in our operations is generally manufactured by third parties using a large amount of commodity inputs (for example, steel, copper, aluminum). Many manufacturing businesses globally are currently experiencing supply chain issues and increased costs with respect to such commodities and other materials and labor used in their production processes, which is due to a complex array of factors including increased demand which can occur from time to time. Procurement from suppliers which manufacture equipment outside of North America is also exposed to additional risks such as regulatory changes (for example, a tariff or ban on equipment imported or exported from certain jurisdictions) and global freight disruptions. Additionally, shortages in global semiconductor chip supply may impact procurement timelines for equipment. Such issues may cause delays in the delivery of, or increases in the cost of, the equipment used in our operations, which could materially impact our operating results and may delay our expansion plans.

In addition, public health crises, including an outbreak of an infectious disease (such as COVID-19), terrorist acts, and political or military conflict, such as the conflict in Ukraine, have increased the risks and costs of doing business abroad. Many of the manufacturers of our equipment are located outside of the jurisdictions in which we have facilities and sites, necessitating international shipping to enable us to incorporate the equipment into our facilities. Political and economic instability have caused many businesses to experience logistics issues in the past resulting in delayed deliveries of equipment, which could occur again in the future. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, climate change, seasonal and unseasonal weather events, shipping constraints (for example, blocked shipping canals or closure of shipyards), increased costs of labor, inflationary pressure, freight costs, industrial disputes, political or military blockades and raw material prices along with a shortage of qualified workers. Such supply chain disruptions can potentially cause material impacts to our operating performance and financial position if delivery of equipment for our facilities is delayed.

We rely on third-party providers for services essential to our business.

We rely on our relationships with third-party providers and other partners for certain essential financial and operational services, and a failure or disruption in these services could materially and adversely affect our ability to manage our business effectively. We rely on third-party providers and other partners for many essential financial and operational services to support our business, including, without limitation, encryption and authentication technology, infrastructure operations, certain database services, employee email, content delivery to customers, back-office support, credit card processing and other functions. Any failure by these vendors to do so, or any disruption in our ability receive these services, would materially and adversely affect our ability to manage our operations. In addition, although we have developed systems and processes that are designed to protect customer and user data and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party service provider, such measures cannot provide absolute security. Furthermore, if these services become unavailable or are no longer available to us on commercially reasonable terms due to circumstances beyond our control, such as an acquisition of our third-party provider, our expenses could increase, our ability to access certain data could be interrupted, and our processes for providing certain services to our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

Any long-term outage or limitation of the internet and network connections at our sites could materially impact our operations and financial performance.

A secure, reliable and fast internet connection is required for our customers to effectively interact with our compute and storage servers. Any extended downtime, bandwidth limitations or other constraints may reduce our ability to generate income, including reputational risk for our business. We may not have backup network connections at our operations, and any backup connections may not be sufficient to support all of our, or our customers, needs in an affected location for the duration of the outage, limitations or constraints to the primary network connection. The effects of any such events could have a material adverse effect on our operating results and financial condition.

Moreover, network outages or disruptions can lead to loss of connectivity to critical network services and applications necessary for our operations. This includes potential impacts on remote monitoring and management tools, which are essential for maintaining optimal performance and responding to issues in real-time. Any delay in identifying and resolving problems can lead to prolonged downtime and further financial losses.

Furthermore, the reliability of our network connections is crucial for maintaining the security of our operations. Interruptions or limitations in connectivity can expose us to increased risk of cyberattacks or unauthorized access, as certain security measures may be compromised during periods of reduced connectivity. In the event of a network outage or limitations in connectivity, our ability to maintain regular business operations could be severely impacted, potentially leading to decreased revenue, increased operational costs, and damage to our reputation. The reliability of our internet connections could also negatively affect our customers who rely on our high performance computing and cloud services and the reliability of such solutions, leading to potential loss of business and long-term financial repercussions. Moreover, network outages, or the perception that our cloud platform may be exposed to the risk of network outages where we have limited or no backup connections at all, could adversely impact our ability to compete in the market for high performance computing and cloud services.22-

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Access to reliable electricity sources at reasonable prices, developed land and co-location arrangements are critical to our growth and profitability.

Data centers consume electricity primarily to power compute and storage servers and cooling equipment, therefore electricity costs are an important factor affecting our profitability and viability. If we are unable to source and enter into agreements for the supply and purchase of electricity, or if we are unable to continue to receive the electricity supplies we have already secured (for example we are unable to re-contract an expiring arrangement), this will reduce our capacity to conduct and grow the number of compute and storage servers we can operate, and therefore the amount of revenue we can generate.

Certain economic, environmental, and regulatory events or changes beyond our control, including acts of God such as natural disasters, climate change, wars, sabotage, epidemics, riots, loss or malfunctions of utilities, labor disputes, which may be transitory or chronic, could occur to restrict our access to electricity, or drive up the costs of electricity to a point that some or all of our planned, future or existing operations are uncommercial, which may lead to us being unable to grow our operations, or reducing, suspending or ceasing our data processing operations. The price of electricity available in the market more generally is dependent on numerous factors such as the types of generation, regulatory environment, electricity market structure, and supply/demand balances.

Our data centers development business requires land suitable to the construction of power generation, or close to reasonably priced electricity sources. If we are unable to acquire rights to use such land, or lose the rights to land we currently occupy, this would likely mean that we would lose access to the relevant supply of electricity. A lack of access to the electricity or ability to generate electricity would significantly impact the profitability and viability of this business.

Our co-located operations, including our AI/HPC cloud platform business, require sophisticated infrastructure, land and reasonably priced electricity. If we are unable to obtain additional contracts on acceptable terms or renew current agreements for these services on acceptable rates, this would significantly impact the profitability of our business.

We face risks related to system interruption and lack of redundancy.

We experience occasional system interruptions and delays that make our services unavailable or slow to respond and prevent us from efficiently accepting or fulfilling orders or providing services to customers and third parties, which may reduce our net sales and the attractiveness of our products and services. Steps we take to add software and hardware, upgrade our systems and network infrastructure, and improve the stability and efficiency of our systems may not be sufficient to avoid system interruptions or delays that could adversely affect our operating results.

Our computer and communications systems and operations in the past have been, or in the future could be, damaged or interrupted due to events such as natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues (including terrorist attacks and armed hostilities), computer viruses, physical or electronic break-ins, operational failures (including from energy shortages), and similar events or disruptions. Any of these events could cause system interruption, delays, and loss of critical data, and could prevent us from accepting and fulfilling customer orders and providing services, which could make our product and service offerings less attractive and subject us to liability. Our systems are not fully redundant and our disaster recovery planning may not be sufficient. In addition, our insurance may not provide sufficient coverage to compensate for related losses. Any of these events could damage our reputation and be expensive to remedy.

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Any critical failure of key electrical or data center equipment may result in material impacts to our operations and financial performance.

Certain key pieces of electrical or data center equipment may represent single points of failure for some or all of the power capacity at our operating sites. Any failure or imminent risk of failure of such equipment may result in our inability to utilize some or all of our equipment in an affected location for the duration of time it takes to repair or remediate equipment, or procure and install replacement parts.

Due to the long-lead times required to acquire some of the equipment used in our operations, the failure of certain parts could result in lengthy outages at an affected location, and could materially impact our operations, financial results and financial condition.

Serial defects in our GPUs and other equipment may result in failure or underperformance relative to expectations and impact our operations and financial performance.

Our operations contain certain items of equipment that have a high concentration from one manufacturer (for example, our high performance computing hardware). Additionally, the equipment we rely on may experience defects in workmanship or performance on arrival or throughout its operational life. If such defects are widespread across equipment we use, we could suffer material outages or underperformance compared to expectations. Such circumstances could adversely affect our business, prospects, financial condition and operating results and could result in a substantial decrease in our customers choosing to use another provider and may adversely impact the competitiveness of our services. ~~Such circumstances could adversely affect our business, prospects, financial condition and operating results.~~

A loss of confidence in our security system, or a breach of our security system, may adversely affect our business.

We will take measures to protect our self and our digital and physical assets from unauthorized access, damage or theft; however, it is possible that the security system may not prevent the improper access to, or damage or theft of our assets. A security breach could harm our reputation or result in the loss of some or all of our assets. A resulting perception that our measures do not adequately protect our assets could adversely affect our business, financial condition, results of operations and prospects.

Cyber-security threats pose a challenge to our business and a risk of reputational damage.

Any breach of our digital infrastructure, or potentially the digital infrastructure of trusted third parties, could result in damage to our reputation which could adversely affect our business, financial condition, results of operations and prospects.

The security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee, or otherwise, and, as a result, an unauthorized party may obtain access to our private keys and/or data. Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect our business, financial condition, results of operations and prospects. In the event of a security breach, we may also be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect us.

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Our cloud services involve the collection, storage, processing, and transmission of confidential information, employee, service provider, and other personal data. We have built our cloud services on the premise that we maintain a secure way to secure, store, and transact in cloud services. As a result, any actual or perceived security breach of us or our third-party partners may:

● harm our reputation and brand; ● result in our cloud services being unavailable and interrupt our operations; ● result in improper disclosure of data and violations of applicable privacy and other laws; ● result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; ● cause us to incur significant remediation costs; ● divert the attention of management from the operation of our business; and ● adversely affect our business and operating results.

● result in our cloud services being unavailable and interrupt our operations;

● result in improper disclosure of data and violations of applicable privacy and other laws;

● result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;

● cause us to incur significant remediation costs;

● divert the attention of management from the operation of our business; and

● adversely affect our business and operating results.

Further, any actual or perceived breach or cybersecurity attack, whether or not we are directly impacted, could lead to a general loss of customer confidence in the digital infrastructure industry or in the use of technology used in our industry, which could negatively impact us, including the market perception of the effectiveness of our security measures and technology infrastructure.

An increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure.

Attacks upon systems across a variety of industries, including cloud services, are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers and partners’ personal data, AI algorithms, disable or degrade services, or sabotage systems) are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our cloud services or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our cloud services with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implement adequate preventative measures.

Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have experienced from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information, which may, in turn, be used to access our cloud services. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, our costs and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over time.

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There are a number of climate-related factors that may affect the operations and proposed activities of the Company, the occurrence of which could have a material adverse effect on the Company’s business, financial condition and operating results.

There are a number of climate-related factors that may affect the operations and proposed activities of the Company, including the emergence of new or expanded regulations associated with transitioning to a lower-carbon economy and market changes related to climate change mitigation.

As the Company develops data center assets, the Company may become subject to environmental laws and regulations affecting many aspects of the Company’s operations, including those affecting the development of data center assets. These laws and regulations can increase capital, operating and other costs; cause delays as a result of litigation and administrative proceedings; and create environmental compliance, remediation, containment, monitoring and reporting obligations for construction materials facilities. In addition, the Company operates in a variety of environments, and the potential physical effects of climate change on the Company’s operations, if any, are highly uncertain.

Extreme weather events may:

● cause damage to one or more of the Company’s co-location facilities and therefore reduce the Company’s ability to maximize the performance of the compute and storage servers;

● affect the delivery times of equipment ordered from the Company’s manufacturers and therefore impact the Company’s financial forecasts; and/or

● cause power disruptions or cuts to the Company’s facilities, reducing operating times and the performance of the compute and storage servers.

We may be subject to material litigation, investigations or enforcement actions by regulators and governmental authorities.

We may become subject to certain claims, legal proceedings (including individual and class actions) and government investigations or enforcement actions, including in the ordinary course of business. Agreements we enter sometimes include indemnification provisions which can subject us to costs and damages in the event of a claim against an indemnified third party. Regardless of the merit of particular claims, defending against litigation or responding to government investigations can be expensive, time-consuming, disruptive to operations and distracting to management. If we are unable to successfully defend against such claims then we may become liable to make substantial payments to satisfy judgments, fines or penalties, or alter, delay, limit or cease some or all its business practices. We also may suffer damage to our brand and reputation.

Global climate change and related environmental regulations may have an adverse effect on our business operations and financial position.

Changes in climate and its effect on the environment such as changes in rainfall, weather patterns, water supplies and shortages, sea level and changing temperatures could have an adverse effect on our operations and financial performance. We operate in a variety of environments, and the potential physical effects of climate change on our operations, if any, are highly uncertain.

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Extreme weather events may:

● cause damage to one or more of our co-location facilities and therefore reduce our ability to maximize the performance of the compute and storage servers; ● affect the delivery times of equipment ordered from our manufacturers and therefore impact our financial forecasts; and/or ● cause power disruptions or cuts to our facilities, reducing operating times and the performance of the compute and storage servers.

● affect the delivery times of equipment ordered from our manufacturers and therefore impact our financial forecasts; and/or

● cause power disruptions or cuts to our facilities, reducing operating times and the performance of the compute and storage servers.

Changes in tax law may negatively affect our business.

Changes to federal, state, local and foreign tax laws have the ability to benefit or adversely affect our earnings and our customer costs. Significant changes to corporate tax rates could result in the impairment of deferred tax assets that are established based on existing law at the time of deferral. A number of factors may increase our future effective income tax rate, including:

● Governmental authorities increasing taxes or eliminating deductions; ● The jurisdictions in which earnings are taxed; ● The resolution of issues arising from tax audits with various tax authorities; ● Changes in the valuation of our deferred tax assets and liabilities; ● Adjustments to estimated taxes upon finalization of various tax returns; ● Changes in available tax credits; ● Changes in stock-based compensation; ● Other changes in tax laws; and/or ● The interpretation of tax laws and/or administrative practices.

● The jurisdictions in which earnings are taxed;

● The resolution of issues arising from tax audits with various tax authorities;

● Changes in the valuation of our deferred tax assets and liabilities;

● Adjustments to estimated taxes upon finalization of various tax returns;

● Changes in available tax credits;

● Changes in stock-based compensation;

● Other changes in tax laws; and/or

● The interpretation of tax laws and/or administrative practices.

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Our operations could be negatively impacted by import tariffs and/or other government mandates.

We operate in or provide services to capital-intensive industries in which federal trade policies could significantly impact the availability and cost of materials. Imposed and proposed tariffs by the Trump administration could significantly increase the prices and delivery lead times on equipment that is critical to us and our customers. We face competition from source providers both in the U.S. and around the world. Prolonged lead times on the delivery of equipment and further tariff increases could adversely affect our business, financial condition and results of operations.

We regularly maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks that exceed the FDIC insurance limits. Bank failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints. For example, on March 10, 2023, Silicon Valley Bank failed and was taken into receivership by the FDIC. The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S., or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis.

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Our cash balances are held at a number of financial institutions that expose us to their credit risk

We maintain our cash and cash equivalents at financial or other intermediary institutions. The combined account balances at each institution located in the United States typically exceed FDIC insurance coverage of $250,000 per depositor. The combined account balances at each institution located in Australia typically exceed the deposit guarantee schemes of the equivalent of 250,000AUD per depositor. As a result, there is a concentration of credit risk related to amounts on deposit in excess of the deposit insurance coverage amounts. At September 30, 2025, substantially all of our cash and cash equivalent balances held at financial institutions exceeded deposit insured limits. While we did not have any direct exposure to Silicon Valley Bank, Signature Bank, or First Republic, which suffered severe liquidity losses during 2023, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability, and the ability of our customers, clients and vendors, to access existing cash, cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities, may be threatened and could have a material adverse effect on our business and financial condition.

Our results of operations may suffer if we are not able to successfully manage our exposure to foreign exchange rate risks.

A substantial majority of our sales and cost of components are denominated in U.S. dollars. As our business grows, more of our sales and production costs may be denominated in other currencies. Where such sales or production costs are denominated in other currencies, they are converted to U.S. dollars for the purpose of calculating any sales or costs to us. Our sales may decrease as a result of any appreciation of the U.S. dollar against these other currencies.

Most of our current expenditures are incurred in U.S. dollars and many of our components come from countries that currently base their currency against the U.S. dollar. If the exchange rates change adversely or are allowed to increase, then additional U.S. dollars will be required to fund our purchases of these components.

Although we do not currently enter into currency option contracts or engage in other hedging activities, we may do so in the future. There is no assurance that we will undertake any such hedging activities or that, if we do so, they will be successful in reducing the risks associated with our exposure to foreign currency fluctuations.

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Our international operations subjects us to international operational, financial, legal, political and public health risks which could harm our operating results.

A substantial part of our operations, including all of our colocation sites, are outside of the United States and many of our customers and suppliers have some or all of their operations in countries other than the United States. Risks associated with conducting business outside of the United States include:

● compliance burdens and costs associated with a wide variety of foreign laws and regulations, particularly labor and environmental, that govern our operations in those countries; ● legal uncertainties regarding foreign taxes, tariffs, border taxes, quotas, and export controls, ● export licenses, import controls and other trade barriers; ● economic instability and high levels of inflation in certain countries where our suppliers are located and ● customers, particularly in the Asia-Pacific region, causing delays or reductions in orders for their products and therefore our sales; ● political or public health instability, including global pandemics, in the countries in which our suppliers operate; ● changes or volatility in currency exchange rates; ● difficulties in collecting accounts receivable and longer accounts receivable payment cycles; and ● Any of these factors could harm our own, our suppliers’ and our customers’ international operations and businesses and impair our and/or their ability to continue expanding into international markets.

~~● legal uncertainties regarding foreign taxes, tariffs, border taxes, quotas, and export controls,~~-28-

●Table ~~export~~of ~~licenses, import controls and other trade barriers;~~Contents

●Risks Related ~~economic~~to ~~instability and high levels of inflation in certain countries where~~ our ~~suppliers~~AI/HPC ~~are~~Cloud ~~located~~Platform ~~and~~Business

● customers, particularly in the Asia-Pacific region, causing delays or reductions in orders for their products and therefore our sales;

● political or public health instability, including global pandemics, in the countries in which our suppliers operate;

● changes or volatility in currency exchange rates;

● difficulties in collecting accounts receivable and longer accounts receivable payment cycles; and

● Any of these factors could harm our own, our suppliers’ and our customers’ international operations and businesses and impair our and/or their ability to continue expanding into international markets.

Risks Related to SharonAI’s AI/HPC Cloud Platform Business

If we fail to succeed in the high performance computing and cloud services market, our revenues, growth prospects, and financial condition could be materially and adversely affected.

The future revenue growth of our digital infrastructure business, including HPC/AI cloud services, will depend largely on our ability to successfully expand our business to more customers who are requiring HPC/AI cloud services. We cannot predict how or to what extent the demand for our products in the digital infrastructure market will develop going forward. If we fail to obtain the necessary equipment or fail to effectively utilize this equipment, or if the digital infrastructure market does not develop as we currently anticipate based on the expected growth of HPC/AI, our revenues, growth prospects, and financial condition could be materially and adversely affected.

Our high performance computing and cloud services technology and infrastructure may not operate properly or as we expect them to, which could cause us to incur fines and monetary penalties, adversely affecting our business, results of operations, and financial condition.

The continuous development, maintenance, and operation of our high performance computing and cloud services technology and infrastructure is expensive and complex and may involve unforeseen difficulties, including material performance problems, undetected defects, or errors, particularly with new capabilities and system integrations. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our technology and systems from operating properly. If our high performance computing and cloud services do not function reliably, we may incur fines and monetary penalties, as well as regulatory orders requiring remedial, injunctive, or other corrective actions.

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Regulators may limit our ability to develop or implement our high performance computing and cloud services technology and infrastructure and/or may eliminate or restrict the confidentiality of our technology, which could have a material adverse effect on our business, financial condition and results of operations.

Our future success depends on our ability to continue to develop and implement our high performance computing and cloud services technology and to maintain the confidentiality of this technology. Changes to existing regulations, their interpretation or implementation, or new regulations could impede our use of this technology or require that we disclose our technology to our competitors, which could impair our competitive position and result in a material adverse effect on our business, results of operations, and financial condition.

We use certain open source technology in our business. We may face claims from open source licensors claiming ownership of, or demanding the release of, the technology and any other intellectual property that we developed using or derived from such open-source technology.

We utilize a combination of open-source and licensed third-party technologies in the development and operation of our high performance computing and cloud services. While open-source technologies enable rapid development and cost efficiencies, they also pose potential risks, such as security vulnerabilities, lack of long-term support, and legal risks related to licensing terms. Similarly, reliance on licensed third-party technologies may expose us to risks associated with changes in licensing terms, costs, or discontinuation of the licensed products.

We will continue to use open-source technology in the future. There is a risk that open-source technology licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to offer our products. Open source licensors may also decide to change the conditions on which they make their open-source technology available for our use. Additionally, we may face claims from open-source licensors claiming ownership of, or demanding the public release or free license of, the technology and any other intellectual property that it developed using or derived from such open source technology. The terms of many open source licenses have not been interpreted by United States courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our services. These claims could result in litigation and could require that we make our technology freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant technology and product development resources, and we may not be able to complete the process successfully. Failure to adequately manage these risks could result in operational disruptions, legal liabilities, and adverse impacts on our business, results of operations, and financial condition.

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The AI industry is rapidly evolving, with continuous improvements in algorithms, software efficiencies, and hardware capabilities. Emerging AI technologies, such as demonstrated by DeepSeek, may allow for complex AI operations to be executed with significantly less computing power than is currently required. This reduction in computational intensity could decrease the demand for specialized compute and HPC data center services. If AI developers are able to achieve the same or better performance outcomes with more energy-efficient, cost-effective, or less resource-intensive technologies, they may adjust their need for large-scale, high capacity data center solutions. This shift could have an adverse effect on our business, results of operations, and financial condition. We continuously monitor industry trends and invest in innovation to mitigate these risks. However, there is no assurance that we will be able to anticipate or respond effectively to such changes, which could have an adverse effect on our business, results of operations, and financial condition.

28AI technologies are constantly evolving, and any flaws in or misuse of AI, even if committed by other third parties, could have a negative impact on our business, reputation, brands, and the general acceptance of AI solutions by society.

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AI technologies are constantly evolving, and any flaws in or misuse of AI, even if committed by other third parties, could have a negative impact on our business, reputation, brands, and the general acceptance of Artificial Intelligence solutions by society.

AI technologies are still in a preliminary stage of development and are constantly evolving. As with many disruptive innovations, AI presents risks and challenges that could affect user perception and its adoption. Any flaws in or insufficiencies of AI, and any inappropriate or premature usage thereof, whether actual or perceived, and whether by us or by other third parties, may dissuade prospective customers from adopting AI solutions, and may impair the general acceptance of AI by broader society. Moreover, AI is covered extensively, and in many instances critically, by various news media across the world. There is no assurance that any of the products or services we may develop for use with AI will not be misused or applied in a way that is inconsistent with public expectations. Any misuse of our products or services, whether actual or perceived, and whether by us or by other third parties, could negatively impact our brands and reputation, and in turn our business, financial condition, and results of operation.

Our cloud services business is subject to complex and evolving U.S. and foreign laws and regulations regarding AI, machine learning, and automated decision making.

In recent years the use of machine learning, AI and automated decision making, has come under increased regulatory scrutiny, and governments and regulators in the United States, European Union, and other places have announced the need for greater regulation regarding the use of machine learning and AI generally. New laws, guidance, and decisions in this area may limit our high performance computing and cloud services business, or require us to make changes to our high performance computing and cloud services technology and infrastructure and our operations that may decrease our operational efficiency, result in an increase to operating costs and/or hinder our ability to improve our cloud services.

For example, certain global privacy laws regulate the use of automated decision making and may require that the existence of automated decision making be disclosed to the data subject with a meaningful explanation of the logic used in such decision making in certain circumstances, and that safeguards must be implemented to safeguard individual rights, including the right to obtain human intervention and to contest any decision. Other global privacy laws allow individuals the right to opt out of certain automated processing of personal data and create other requirements that impact automated decision-making. At the federal level, the President of the United States recently issued an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which charges multiple agencies, including The National Institute of Standards and Technology, with producing guidelines in connection with the development and use of AI. In the European Union, there was political agreement on the EU AI Act, which establishes a comprehensive, risk-based governance framework for AI in the EU market. The EU AI Act entered in force on August 1, 2024, and the majority of the substantive requirements will apply two years later (beginning 2026). The EU AI Act will apply to companies that develop, use and/or provide AI in the European Union and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover (revenue). Additionally, in September of 2022, the European Commission proposed two Directives seeking to establish a harmonized civil liability regime for AI in the European Union, in order to facilitate civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the European Union’s existing strict liability regime. Once fully applicable, the EU AI Act will have a material impact on the way AI is regulated in the European Union, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide, improve, or commercialize our cloud services, and could require additional compliance measures and changes to our operations and processes.

Moreover, the intellectual property ownership and license rights, including copyright, surrounding AI technologies has not been fully addressed by courts or laws or regulations, and the use or adoption of AI technologies into our offerings may result in exposure to claims of copyright infringement or other intellectual property misappropriation. As the legal and regulatory framework for AI and automated decision making evolves, we may not always be able to anticipate how to respond to these laws or regulations, and compliance may adversely impact our operations and involve significant expenditure and resources. Any failure by us to comply may result in significant liability, potential increases in civil claims against us, negative publicity, an erosion of trust, and/or increased regulation and could materially adversely affect our business, results of operations, and financial condition.-30-

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Regulatory restrictions that target AI, including, but not limited to, export restrictions may have a material adverse impact on our intended operations.

The increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI, and may in the future result in additional restrictions impacting some or all of our service offerings. Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including, but not limited to, cloud service technologies. As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls may be very broad in scope and application, prohibit us from exporting our services to any or all customers in one or more markets or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue, and financial results. Export controls targeting GPUs and semiconductors associated with AI, which are increasingly likely, would restrict our ability to export our technology, services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results. Increasing use of economic sanctions may also impact demand for our services, negatively impacting our business and financial results. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our ability to provide our services to customers in all markets worldwide, which could also substantially reduce our revenue.

Management of the requirements of the supply chain is complicated and time consuming. Our results and competitive position may be harmed if we are restricted in offering our services, if customers purchase services from competitors, if customers develop their own cloud services, if we are unable to provide contractual warranty or other extended service obligations.

Issues in the development and use of AI may result in reputational or competitive harm or liability.

We continue to incorporate AI into our cloud services and infrastructure, and we are also providing computing power for our customers to use in solutions that they build. We are providing supporting/computing power to clients, including our strategic partners who develop AI systems. We expect this integration of AI into our offerings and our business in general to grow. AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information. Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals, customers, or society, or result in our services not working as intended. Human review of certain outputs may be required. As a result of these and other challenges associated with innovative technologies, our implementation of cloud services could subject us to competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions, new applications of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present ethical issues or may have broad impacts on society. If we provide supporting/cloud services that have unintended consequences, unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business and consolidated financial statements.

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Risks Related to ~~SharonAI’s~~our Development of Data Center Assets

We cannot assure the completion of our joint venture’s 250MW sustainable data center site project, and even after such completions, we may not be able to generate adequate revenue to operate profitably and/or to continue as a going concern.

Our TCDC joint venture is in the very early stages of developing our proposed 250MW sustainable data center site project, and the joint venture has not yet purchased all the land for this project. There is no guarantee that construction of this project will be completed or that we can successfully commence operations. In the future, our capital expenses and operational expenses may increase due to expected increased sales, operational costs, and general and administrative costs and, therefore, our operating losses may continue or even increase after completion of these projects. Furthermore, to the extent that we are successful in increasing our customer base, we will also incur increased expenses because costs associated with generating and supporting agreements with customers are generally incurred up front, while revenue is generally recognized ratably over the term of the relationship. We may not reach profitability in the near future or at any specific time in the future. If and when our operations do become profitable, we may not sustain it.

We are at an early stage of development of our business, currently have limited sources of revenue, and may not become profitable in the future.

We are subject to the risks and uncertainties of a new business and have not generated any revenues from this business segment to date~~, Our first data center site development project, TCDC, is expected to be located on over 400 acres near Odessa, Texas, in the Permian Basin~~. TCDC purchased 235 acres on July 25, 2025, from the owner of the land, GROW Odessa, a non-profit organization dedicated to Odessa’s economic development growth, and signed a non-binding letter of intent on July 1, 2025, with GROW Odessa obtaining a 90-day period to complete due diligence and negotiate final documents to acquire an additional 203 acres. On September 22, 2025, the parties entered into the First Amendment to the Letter of Intent, amending the exclusivity period to 150 days, through November 30, 2025. On November [ ], 2025, the parties executed a purchase agreement, but have not yet closed the transaction. The intent is for a third-party to build gas-fired power generation on-site.

As we grow and develop as a business, we will attempt to reduce the impact of variability on our revenue and colocation costs by entering into long-term contracts at each site. Given that we have only a limited history of developing data center assets, the long-term profitability of these contracts cannot be presently determined. If we are unable to successfully implement our development plan or to increase our generation of revenue, we will not remain profitable in the future.

We intend to continue scaling our company to increase our customer base and implement initiatives, including new business lines and global expansion. These efforts may prove more expensive than we currently anticipate and may not result in increased revenue or profitability in the short term or at all. We will also incur increased compliance costs associated with growth, expanding our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect, or the revenue growth rate may be slower than we expect. There can be no assurance that we will operate profitably in the future.

We may be unable to access sufficient additional capital needed to grow our business.

We expect to need to raise substantial additional capital to expand our data center operations, pursue our growth strategies and to respond to competitive pressures or unanticipated working capital requirements. However, market conditions may limit our ability to raise funds in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our ordinary shares could decline. Furthermore, if we engage in debt financing, the holders of debt would have priority over the holders of our ordinary shares on order of payment preference. We may be required to accept terms that restrict our ability to incur additional indebtedness, pay dividends to our shareholders, or take other actions. We may also be required to maintain specified liquidity or other ratios that could otherwise not be in the interests of our stockholders. If we are unable to raise the additional capital needed to execute our future strategic growth initiatives, we may be less competitive in our industry and the results of these provisions could make investing in the Company’s Class A Ordinary Common Stock less attractive to investors and could limit our ability to obtain adequate financing on a timely basis or on acceptable terms in the future, which could have significant harmful effects on our financial condition and business and could include substantial limitations on our ability to continue to conduct operations.

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We are subject to a highly evolving regulatory landscape and any adverse changes to or our failure to comply with any laws or regulations could adversely affect our business, prospects or operations.

Our customers’ businesses are subject to extensive laws, rules, regulations, policies and legal and regulatory guidance, including those governing securities, commodities, exchange and transfer, data governance, data protection, cybersecurity and tax. Many of these legal and regulatory regimes were adopted prior to the advent of the Internet, mobile technologies, AI and related technologies, cloud services and data center operations. As a result, they do not contemplate or address unique issues associated with AI, are subject to significant uncertainty, and vary widely across the U.S. and Australia. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another.

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Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of AI, requires us to exercise our judgment as to whether certain laws, rules and regulations apply to us or our customers, and it is possible that governmental bodies and regulators may disagree with our or our customers’ conclusions. To the extent we or our customers have not complied with such laws, rules and regulations, we could be subject to significant fines and other regulatory consequences, which could adversely affect our business, prospects or financial condition.

Ongoing and future regulatory actions could effectively prevent our customers’ and our ongoing or planned co-hosting operations, limiting or preventing future revenue generation by us or rendering our operations obsolete. Such actions could severely impact our ability to continue to operate and our ability to continue as a going concern or to pursue our strategy at all, which would have a material adverse effect on our business, prospects or financial condition.

Our business depends upon the demand for data centers.

We intend to be in the business of owning, acquiring, developing and operating ~~data centers and~~ assets used in data centers. A reduction in the demand for data center assets, power or connectivity would have a greater adverse effect on our business and financial condition than if our assets were devoted to a less specialized use. Our substantial development activities make us particularly susceptible to general economic slowdowns, as well as adverse developments in the data center, Internet, AI and data communications and broader technology industries. It is not possible for us to predict the future level of demand for our services that will be generated by these customers or the future demand for the products and services of these customers. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for data center assets. Changes in industry practice or in technology could reduce demand for the physical data center assets we provide. In addition, our customers may choose to develop new data centers or expand their own existing data centers or consolidate into data centers that we do not own or operate, which could reduce demand for our newly developed data centers or result in the loss of one or more key customers. If any of our potential key customers were to do so, it could result in a loss of business to us or put pressure on our pricing. Mergers or consolidations of technology companies could reduce further the number of our potential customers and make us more dependent on a more limited number of potential customers. If our customers merge with or are acquired by other entities that are not our customers, they may discontinue or reduce the use of our data centers in the future. Our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors.

Our business is expected to have significant customer concentration.

We expect to generate a large portion of our revenue from a small number of customers. There are inherent risks whenever a large percentage of total revenue is concentrated with a limited number of customers. If we were to lose one or more of our potential customers, our operating results could be materially adversely affected.

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We expect that the limited number of our potential customers will account for a high percentage of our revenue for the foreseeable future. In addition, demand for our services generated by these customers may fluctuate significantly from quarter to quarter. The expected concentration of our customer base could increase risks related to the financial condition of our customers, and the deterioration in financial condition of a single customer or the failure of a single customer to perform its obligations could have a material adverse effect on our results of operations and cash flow. In the event that any of our potential customers experience a decline in their equipment usage for any reason, or decide to discontinue the use of our facilities, we may be compelled to lower our prices or risk losing a significant customer. Such developments could adversely affect our profit margins and financial position, leading to a negative impact on our revenue and operational results.

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Failure to attract, grow and retain a diverse and balanced customer base, could adversely affect our business and operating results.

Our ability to attract, grow and retain a diverse and balanced customer base, consisting of enterprises, cloud service providers, network service providers, and digital economy customers, may affect our ability to grow our business. ~~Initially, our data center site operations are intended to be established in connection with TCDC in Texas, U.S.~~ Our ability to attract customers to our data centers will depend on a variety of factors, including our product offerings, the presence of carriers, the overall mix of customers, the presence of key customers attracting business through ecosystems, the data center’s operating reliability and security and our ability to effectively market our product offerings. Our inability to develop, provide or effectively execute any of these factors may adversely affect the development, growth and retention of a diverse and balanced customer base and adversely affect our business, financial condition and results of operations.

Our new services and changes to existing services could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.

Our ability to retain, increase, and engage our customer base and to increase our revenue depends heavily on our ability to continue to evolve our existing services and to create successful new services, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing services or acquire or introduce new and unproven services, including using technologies with which we have little or no prior development or operating experience. These efforts, including the introduction of new services or changes to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. If our new services fail to engage users or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely affected.

We intend to depend upon third-party suppliers for power, and we are vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market.

We intend to rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis. We may also be reliant on third parties to deliver additional power capacity to support the growth of our business. If the amount of power available to us is inadequate to support customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned power outages caused by these shortages. Power outages may last beyond our backup and alternative power arrangements, which would harm our customers and our business. Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our operating results, harm our reputation and potentially lead to customer disputes or litigation.

In addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, including hydroelectric. In addition, the total cost of delivered electricity could increase as a result of: regulations intended to regulate carbon emissions and other pollutants, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, geopolitical conflicts, military conflicts, grid modernization charges, as well as other charges borne by ratepayers. Increases in the cost of power at any of our data centers could put those locations at a competitive disadvantage relative to data centers that are supplied power at a lower price.

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We will depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow.

We are not a telecommunications carrier. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that has decided to provide network connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are experiencing business difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or terminate connectivity within our data centers, which could have an adverse effect on the business of our customers and, in turn, our own operating results.

Our data centers may require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to data centers is complex and involves factors outside of our control, including regulatory requirements and the availability of construction resources. We intend to obtain the right to use network resources owned by other companies, in order to attract telecommunications carriers and customers to our portfolio. If the establishment of highly diverse network connectivity to our data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected. Additionally, any hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This could negatively affect our ability to attract new customers or retain existing customers, which could have an adverse effect on our business, financial condition and results of operations.

~~Any delays or unexpected costs in the development of any new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition.~~-34-

In addition to TCDC, we intend to build out additional data centers in the future based on signed letters of intent at significant cost. Our successful development of this and future projects is subject to many risks, including those associated with:

● delays in construction, or changes to the plans or specifications;

● budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators;

● construction site accidents and other casualties;

● financing availability, including our ability to obtain construction financing and permanent financing, or increases in interest rates or credit spreads;

● labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the project;

● failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors

● access to sufficient power and related costs of providing such power to our customers;

● environmental issues;

● supply chain constraints;

● fire, flooding, earthquakes and other natural disasters;

● pandemics;

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●Any delays ~~geological,~~or ~~construction,~~unexpected ~~excavation~~costs in the development of any new properties acquired for development may delay and ~~equipment~~harm ~~problems;~~our growth prospects, future operating results and financial condition.

●We intend ~~delays~~to orbuild ~~denials~~out ofadditional ~~entitlements~~data orcenters ~~permits,~~in ~~including~~the ~~zoning~~future ~~and~~based ~~related~~on ~~permits,~~signed orletters ~~other~~of ~~delays~~intent ~~resulting~~at ~~from~~significant ~~requirements~~cost. ofOur ~~public~~successful ~~agencies~~development of this and ~~utility~~future ~~companies.~~projects is subject to many risks, including those associated with:

	●	delays in construction, or changes to the plans or specifications;

	●	budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators;

	●	construction site accidents and other casualties;

	●	financing availability, including our ability to obtain construction financing and permanent financing, or increases in interest rates or credit spreads;

	●	labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the project;

	●	failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors

	●	access to sufficient power and related costs of providing such power to our customers;

	●	environmental issues;

	●	supply chain constraints;

	●	fire, flooding, earthquakes and other natural disasters;

	●	pandemics;

	●	geological, construction, excavation and equipment problems; and

	●	delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from requirements of public agencies and utility companies.

In addition, development activities, regardless of whether they are ultimately successful, also typically require a substantial portion of our management’s time and attention. This may distract our management from focusing on other operational activities of our business. If we are unable to complete development projects successfully and on a timely basis, our business may be adversely affected.

If we incorrectly estimate our hosting capacity requirements and related capital expenditures, our results of operations could be adversely affected.

We will be continuously evaluating our capacity requirements in order to effectively manage our capital expenditures and operating results. However, we may be unable to accurately project our future capacity needs or sufficiently allocate resources to address such needs. If we underestimate these requirements, we may not be able to provide sufficient service to existing customers or may be required to limit new customer acquisition, both of which may materially and adversely impair our results of operations.

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Certain natural disasters or other external events, including climate change or mechanical failures, could harm our business, financial condition, results of operations, cash flows, and prospects.

We may also experience disruptions due to mechanical failure, human error, physical or electronic security breaches, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism. Our systems may be susceptible to damage, interference, or interruption from modifications or upgrades, power loss, telecommunications failures, computer viruses, ransomware attacks, computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems. Such disruptions could materially and adversely affect our business and our financial condition, operating results, cash flows, and prospects.

In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business. With the energy demand of our business, we may become a target for future environmental and energy regulation. New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, and energy disclosure and use regulations, we cannot predict how legislation and regulation will affect our financial condition and results of operations in the future in the U.S. and Australia. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.

Should we have additional space available for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability to provide sufficient electrical power.

As our future customers increase their power footprint in our data centers over time, the corresponding reduction in available power could limit our ability to increase occupancy rates or network density within our existing or future data centers. Furthermore, our aggregate maximum contractual obligation to provide power and cooling to our customers may exceed the physical capacity at such data centers if customers were to quickly increase their demand for power and cooling. Should ~~his~~this occur and we are not able to increase the available power and/or cooling or move the customer to another location within our data centers with sufficient power and cooling to meet such demand, we could lose the customer as well as be exposed to liability under our customer agreements. In addition, our power and cooling systems will be difficult and expensive to upgrade. Accordingly, we may not be able to efficiently upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to pass on to our customers. Any such material loss of customers, liability or additional costs could adversely affect our business, financial condition and results of operations.

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Increased scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance (“ESG”) practices and the impacts of climate change may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to their ESG practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. Furthermore, increased public awareness and concern regarding environmental risks, including global climate change, has resulted and may continue to result in increased public scrutiny of our business and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such scrutiny and reassuring our employees.

We intend to embrace the sustainability of our data centers and will look to have our data centers running on carbon-free renewable energy wherever possible. The SEC has proposed rule changes that would require companies to include certain climate-related disclosures such as climate-related risks that are reasonably likely to have a material impact on business, results of operations, or financial conditions. Should such proposed rules be adopted, increased public scrutiny of our business may affect our operations, competitive position, and financial condition.

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In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply of energy, could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to renovate or retrofit facilities to better withstand extreme weather events. If environmental laws or regulations or industry standards in the U.S. or Australia are either changed or adopted and impose significant operational restrictions and compliance requirements on our operations, or if our operations are disrupted due to the physical impacts of climate change, our business, capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.

Cancellation or withdrawal of required operating and other permits and license.

We must obtain various permits, approvals and/or licenses in order to construct and operate our planned data center facilities. If such permits, approvals and/or licenses are not granted, or if they are lost, suspended, terminated or revoked, it may result in delays in construction of our facilities, require us to halt all or part of our operations, or cause us to be exposed to financial or other penalties at the affected locations. Such circumstances could have a material adverse effect on our business, financial condition and operating results.

Our operations are subject to environmental laws and regulations that may increase costs of operations, impact or limit business plans, or expose us to environmental liabilities.

As we develop data center assets, we may become subject to environmental laws and regulations affecting many aspects of our operations, including those affecting the development of data center assets. These laws and regulations can increase capital, operating and other costs; cause delays as a result of litigation and administrative proceedings; and create environmental compliance, remediation, containment, monitoring and reporting obligations for construction materials facilities. Environmental laws and regulations can also require us to install pollution control equipment at facilities we may someday operate, and correct environmental hazards, including payment of all or part of the cost to remediate sites where activities of other parties, caused environmental contamination. These laws and regulations generally require us to obtain and comply with a variety of environmental licenses, permits, inspections and other approvals. Although we intend to strive to comply with all applicable environmental laws and regulations, public and private entities and private individuals may interpret our legal or regulatory requirements differently and seek injunctive relief or other remedies against us. We cannot predict the outcome, financial or operational, of any such litigation or administrative proceedings.

Existing environmental laws and regulations may be revised and new laws and regulations seeking to protect the environment may be adopted or become applicable to us. These laws and regulations could require us to limit the use or output of certain facilities; prohibit or restrict new or existing services; retire and replace certain facilities; install pollution controls; remediate environmental impacts; remove or reduce environmental hazards; or forego or limit the development of resources and certain facilities where it operates. Revised or new laws and regulations that increase compliance and disclosure costs and/or restrict operations could adversely affect our results of operations, financial conditions and cash flows.

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Risks Relating to Laws, Regulatory Frameworks, and Legal Action affecting SharonAI

Our business and financial condition may be materially adversely affected by changes to and/or increased regulation of energy sources.

Governmental authorities have and may continue to pursue and implement legislation and regulation that seeks to limit the amount of carbon dioxide produced from electricity generation, which, in the event any of our services are powered by non-renewable energy sources, would affect our ability to source electricity from fossil fuel-fired electric generation in a potentially material adverse manner. Potential increases in costs arising from compliance and environmental monitoring may adversely affect our operations and financial performance.

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HPC/AI cloud services and data centers require significant amounts of electrical power, and electricity costs are expected to continue to account for a material portion of our operating costs. There has been a substantial increase in the demand for and cost of electricity for computing purposes, and this has had varying levels of impact on local electricity supply. The availability and cost of electricity will impact the geographic locations in which we choose to locate our compute and storage servers and our data center development projects, and the availability and cost of electricity in the geographic locations in which our equipment facilities are located will impact our business, cash flows, results of operations and financial condition.

Should our operations require more electricity than can be supplied or generated in the areas where our compute and storage servers and our data center development project are located or should the electrical transmission grid and distribution or generation systems be unable to provide the regular supply of electricity required, we may have to limit or suspend activities or reduce the speed of our proposed expansion, either voluntarily or as a result of either quotas or restrictions imposed by energy companies or governments, or increased prices for certain users (such as us). If we are unable to procure or generate electricity at a suitable price, as applicable, we may have to shut down our operations in that particular jurisdiction either temporarily or permanently. Additionally, our HPC/AI cloud services equipment and systems and our data center development projects would be materially adversely affected by power outages including outages affecting power generation at our data center development sites, as applicable. Given the power requirement, it may not be feasible to run HPC/AI cloud services on back-up power generators in the event of a government restriction on electricity or a power outage, which may be caused by climate change, weather, acts of God, wild fires, pandemics, falling trees, falling distribution poles and transmission towers, transmission and distribution cable cuts, failure of power generation at our planned data center development site, including failures in fuel supply, other natural and man-made disasters, other force majeure events in the electricity market and/or the negligence or malfeasance of others. If we are unable to receive adequate power supply and we are forced to reduce our operations due to the lack of availability or cost of electrical power, our business could experience materially adverse impacts.

We are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

We collect and process data, including personal, financial and confidential information about individuals, including our employees and business partners; however, not of any customers or other third parties. The collection, use and processing of such data about individuals are governed by data privacy laws and regulations enacted in the U.S. (federal and state), and other jurisdictions around the world. These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer, and data protection. Such laws may continue to restrict or dictate how we collect, maintain, combine and disseminate information and could have a material adverse effect on our business, results of operations, financial condition and prospects.

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In the United States, there are numerous federal and state laws and regulations that could apply to our operations or the operations of our partners, including data breach notification laws, financial information and other data privacy laws, and consumer protection laws and regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and protection of personal information.

Failure to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (the “FCPA”) and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate an international business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the FCPA, and other applicable anti-corruption and anti-money laundering laws in certain countries in which we conduct activities. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly, anything of value to government officials, political parties, or political candidates for the purpose of obtaining or retaining business or securing any improper business advantage.

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In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA, or other applicable laws and regulations. We face significant risks if we or any of our directors, officers, employees, contractors, agents or other partners or representatives fail to comply with these laws and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results, prospects and financial condition. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. The Company mandates compliance with anti-corruption laws under its Bribery, Corruption and Fraud Policy, as well as its Code of Ethics and Business Conduct. However, there can be no assurance that the Company’s internal control policies and procedures will always protect the Company from recklessness, fraudulent behavior, dishonesty or other inappropriate acts by its employees, contractors or third-party agents.

Any violation of applicable anti-corruption laws, anti-money laundering laws or the FCPA could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Agreements with Foreign Counterparties and Foreign Governing Laws.

Certain contracts entered into by the Company’s subsidiaries are with foreign counterparties and/or are governed by foreign laws. In some instances, agreements may be silent as to governing law or jurisdiction, which may create uncertainty as to the applicable legal framework and increase the risk of jurisdictional or forum disputes. Where agreements are governed by foreign laws, any disputes arising under those contracts would be determined in accordance with the laws of the relevant foreign jurisdiction. This may result in uncertainty as to how contractual terms will be interpreted and enforced, and may expose the Company to unfamiliar legal standards, procedural requirements and remedies. Resolving disputes in foreign jurisdictions may also be costly, time-consuming and complex, and may divert management attention and resources. Any adverse outcome in respect of such disputes, or the costs associated with enforcing or defending contractual rights in foreign jurisdictions, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Regulatory restrictions that target AI, including, but not limited to, export restrictions may have a material adverse impact on our intended operations.

The increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI, and may in the future result in additional restrictions impacting some or all of our service offerings. Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including, but not limited to, AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls may be very broad in scope and application, prohibit us from exporting our services to any or all customers in one or more markets or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue, and financial results. Export controls targeting GPUs and semiconductors associated with AI, which are increasingly likely, would restrict our ability to export our technology, services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results. Increasing use of economic sanctions may also impact demand for our services, negatively impacting our business and financial results. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our ability to provide our services to customers in all markets worldwide, which could also substantially reduce our revenue.

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During the third quarter of fiscal year 2023, the U.S. government announced new export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment, and technology used to develop, produce, and manufacture certain chips, to China (including Hong Kong and Macau) and Russia. The new license requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circuits. There are also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in China.

Management of these new license and other requirements is complicated and time consuming. Our results and competitive position may be harmed if we are restricted in offering our services, if customers purchase services from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the U.S. government does not grant licenses in a timely manner or denies licenses to significant customers, or if we incur significant transition costs. Even if the U.S. government grants any requested licenses, the licenses may be temporary or impose burdensome conditions that we cannot or choose not to fulfill. The new requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain, and encourage customers to pursue alternatives to our services.

Issues in the development and use of AI may result in reputational or competitive harm or liability.

We are beginning to build AI into our infrastructure services, and we are also providing computing power for AI available for our customers to use in solutions that they build. We are providing supporting/computing power to clients, including our strategic partners who develop AI systems. We expect this integration of AI into our offerings and our business in general to grow. AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information. Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by us or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals, customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required. As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions, new applications of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present ethical issues or may have broad impacts on society. If we provide supporting/computing AI services that have unintended consequences, unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business and consolidated financial statements.

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Risks Related to Ownership of the Company’s Securities

The price of the Company’s Class A Ordinary Common Stock may be volatile.

If a public trading market does develop for the Company’s Class A Ordinary Common Stock, its market price is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

● the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities; ● limited “public float” with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the Company’s Class A Ordinary Common Stock;

● limited “public float” with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the Company’s Class A Ordinary Common Stock;-40-

● additions or departures of key personnel;

● loss of a strategic relationship;

● variations in operating results from the expectations of securities analysts or investors;

● announcements of new products or services by us or our competitors;

● reductions in the market share of our products;

● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

● investor perception of our industry or prospects;

● insider selling or buying;

● investors entering into short sale contracts;

● regulatory developments affecting our industry;

● changes in our industry;

● competitive pricing pressures;

● our ability to obtain working capital financing;

● sales of the Company’s Class A Ordinary Common Stock;

● our ability to execute our business plan;

● operating results that fall below expectations;

● revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and

● economic and other external factors.

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	●	additions or departures of key personnel;

	●	loss of a strategic relationship;

	●	variations in operating results from the expectations of securities analysts or investors;

	●	announcements of new products or services by us or our competitors;

	●	reductions in the market share of our products;

	●	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

	●	investor perception of our industry or prospects;

	●	insider selling or buying;

	●	investors entering into short sale contracts;

	●	regulatory developments affecting our industry;

	●	changes in our industry;

	●	competitive pricing pressures;

	●	our ability to obtain working capital financing;

	●	sales of the Company’s Class A Ordinary Common Stock;

	●	our ability to execute our business plan;

	●	operating results that fall below expectations;

	●	revisions in securities analysts’ estimates or reductions in security analysts’ coverage;

	●	and economic and other external factors.

Many of these factors are beyond our control and may decrease the market price of the Company’s Class A Ordinary Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for the Company’s Class A Ordinary Common Stock will be at any time, including as to whether the Company’s Class A Ordinary Common Stock will sustain current market prices, or as to what effect that the sale of shares or the availability of the Company’s Class A Ordinary Common Stock for sale at any time will have on the prevailing market price.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s Class A Ordinary Common Stock.

~~We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.~~-41-

~~Our~~Table ~~management will have broad discretion in the application~~ of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our securities. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline.Contents

There is currently a limited U.S. public market for our Class A Ordinary Common Stock, the stock price of our Class A Ordinary Common Stock may be volatile or may decline regardless of our operating performance and you may not be able to resell your Class A Ordinary Common Stock at or above the price you acquired such Class A Ordinary Common Stock.

Since there is a limited U.S. public market for our Class A Ordinary Common Stock, the stock price of our Class A Ordinary Common Stock may be volatile or may decline regardless of our operating performance. Due to the limited U.S. public market for our Class A Ordinary Common Stock you may not be able to resell your Class A Ordinary Common Stock at or above the price you acquired such Class A Ordinary Common Stock.

Further, having a limited trading market in the United States may also impair our ability to raise capital by selling our Class A Ordinary Common Stock and may impair our ability to enter into strategic collaborations or acquire companies or products by using our Class A Ordinary Common Stock as consideration.

The Company’s Class A Ordinary Common Stock sis thinly traded, and investors may be unable to sell some or all of their shares at the price they would like, or at all, and sales of large blocks of shares may depress the price of the Company’s Class A Ordinary Common Stock.

The Company’s Class A Ordinary Common Stock has historically been sporadically or “thinly-traded,” meaning that the number of persons interested in purchasing shares of the Company’s Class A Ordinary Common Stock at prevailing prices at any given time may be relatively small or nonexistent. As a consequence, there may be periods of several days or more when trading activity in shares of the Company’s Class A Ordinary Common Stock is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. This could lead to wide fluctuations in our share price. Investors may be unable to sell their common stock at or above their purchase price, which may result in substantial losses. Also, as a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of shares of the Company’s Class A Ordinary Common Stock in either direction. The price of shares of the Company’s Class A Ordinary Common Stock could, for example, decline precipitously in the event a large number of share of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price.

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The Company’s Class A Ordinary Common Stock is considered to be a “penny stock” and, as such, the market for the Company’s Class A Ordinary Common Stock may be further limited by certain SEC rules applicable to penny stocks.

As long as the price of the Company’s Class A Ordinary Common Stock remains below $5 per share or we have net tangible assets of $2,000,000 or less, our shares of common stock are likely to be subject to certain “penny stock” rules promulgated by the SEC. Those rules impose certain sales practice requirements on brokers who sell penny stock to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000). For transactions covered by the penny stock rules, the broker must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to the sale. Furthermore, the penny stock rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices and disclosure of the compensation to the brokerage firm and disclosure of the sales person working for the brokerage firm. These rules and regulations make it more difficult for brokers to sell our shares of the Company’s Class A Ordinary Common Stock and limit the liquidity of our securities.

The Company’s Class A Ordinary Common Stock may never be listed on a major stock exchange.

We currently do not satisfy the initial listing standards of a national or other securities exchange and cannot ensure that we will ever satisfy such listing standards or that the Company’s Class A Ordinary Common Stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or the Company’s Class A Ordinary Common Stock is otherwise rejected for listing, the trading price of the Company’s Class A Ordinary Common Stock could suffer, the trading market for the Company’s Class A Ordinary Common Stock may continue to be less liquid and the price may be subject to increased volatility.

There are limitations in connection with the availability of quotes and order information on the OTC Markets.

Trades and quotations on the OTC Markets involve a manual process and the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmation may be delayed significantly. Consequently, one may not be able to sell shares of the Company’s Class A Ordinary Common Stock at the optimum trading prices.

There are delays in order communication on the OTC Markets.

Electronic processing of orders is not available for securities traded on the OTC Marketplace and high order volume and communication risks may prevent or delay the execution of one’s OTC Marketplace trading orders. This lack of automated order processing may affect the timeliness of order execution reporting and the availability of firm quotes for shares of the Company’s Class A Ordinary Common Stock. Heavy market volume may lead to a delay in the processing of OTC Marketplace security orders for shares of the Company’s Class A Ordinary Common Stock, due to the manual nature of the market. Consequently, one may not able to sell shares of the Company’s Class A Ordinary Common Stock at the optimum trading prices.

There is a risk of market fraud on the OTC Marketplace

OTC Marketplace securities are frequent targets of fraud or market manipulation. Not only because of their generally low price, but also because the OTC Markets reporting requirements for these securities are less stringent than for listed or NASDAQ traded securities, and no exchange requirements are imposed. Dealers may dominate the market and set prices that are not based on competitive forces. Individuals or groups may create fraudulent markets and control the sudden, sharp increase of price and trading volume and the equally sudden collapse of the market price for shares of the Company’s Class A Ordinary Common Stock.

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There is a limitation in connection with the editing and canceling of orders on the OTC Markets.

Orders for OTC Markets securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC Markets. Due to the manual order processing involved in handling OTC Markets trades, order processing and reporting may be delayed, and one may not be able to cancel or edit one’s order. Consequently, one may not be able to sell its shares of the Company’s Class A Ordinary Common Stock at the optimum trading prices.

Increased dealer compensation could adversely affect our stock price.

The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of shares of the Company’s Class A Ordinary Common Stock on the OTC Markets if the stock must be sold immediately. Further, purchasers of shares of the Company’s Class A Ordinary Common Stock may incur an immediate “paper” loss due to the price spread. Moreover, dealers trading on the OTC Markets may not have a bid price for shares of the Company’s Class A Ordinary Common Stock on the OTC Markets. Due to the foregoing, demand for shares of the Company’s Class A Ordinary Common Stock on the OTC Markets may be decreased or eliminated.

There is no assurance that an investment in our securities will earn any positive return.

There is no assurance that an investment in our securities will earn any positive return. An investment in our securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in our securities is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Our Stock could be delisted from Nasdaq should we fail to maintain compliance with the listing standards of Nasdaq

Even though our Class A Ordinary Common Stock is listed on the Nasdaq Capital Market, there can be no assurance that we will be able to comply with the Nasdaq continued listing standards, a failure of which could result in a de-listing of our securities.

In order to maintain our listing on the Nasdaq Capital Market, Nasdaq requires that we satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our Class A Ordinary Common Stock and would impair your ability to sell or purchase our Class A Ordinary Common Stock when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our Class A Ordinary Common Stock to become listed again, stabilize the market price or improve the liquidity of our Class A Ordinary Common Stock, or prevent future non-compliance with the listing requirements. If, for any reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders: the liquidity of our Class A Ordinary Common Stock; the market price of our Class A Ordinary Common Stock; our ability to obtain financing for the continuation of our operations; the number of investors that will consider investing in our Class A Ordinary Common Stock; the number of market makers in our Class A Ordinary Common Stock; the availability of information concerning the trading prices and volume of our Class A Ordinary Common Stock; and the number of broker-dealers willing to execute trades in shares of our Class A Ordinary Common Stock.

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Sales of a substantial number of our Class A Ordinary Common Stock, including up to an additional 8,500,000 shares that may be issued in future potential offerings and commercial transactions or upon conversion of convertible instruments, may adversely affect the market price of our Class A Ordinary Common Stock and the issuance of additional shares will dilute all other stockholders.

Sales of a substantial number of shares of our Class A Ordinary Common Stock in the public market or otherwise, or the perception that such sales could occur, could adversely affect the market price of our Class A Ordinary Common Stock. $103 million of convertible notes issued in December 2025 (the “December 2025 Convertible Notes”) can convert into up to 8,251,027 shares of our Class A Ordinary Common Stock. In addition, the Convertible Notes registered for resale pursuant to this prospectus can convert into up to 8,706,252 shares of our Class A Ordinary Common Stock. We may also issue up to an additional 8,500,000 shares of Class A Ordinary Common Stock in the future pursuant to potential offerings and commercial transactions, which could further increase the number of outstanding shares. In addition, our Certificate of Incorporation permits the issuance of 100,000,000 shares of Class A Ordinary Common Stock. Thus, we could issue substantial amounts of Class A Ordinary Common Stock in the future, which would dilute the percentage ownership of our stockholders.

If the December 2025 Convertible Notes or the Convertible Notes are not converted and are required to be repaid in full on their respective maturity dates, it could have a material adverse effect on the Company’s financial position and results of operations.

The December 2025 Convertible Notes are automatically convertible upon the occurrence of certain events as described in the notes. Failure of these events to occur prior to the maturity date would require the Company to repay these notes in full with all accrued interest, which could have a material adverse effect on the Company’s financial position and results of operations. In addition, in May 2026, the Company issued $350 million aggregate principal amount of Notes, which are senior, unsecured obligations that mature on May 1, 2031, bear interest at a rate of 6.00% per year, and are convertible into shares of Class A Ordinary Common Stock. If the Notes are not converted prior to their maturity date, the Company would be required to repay the outstanding principal and all accrued interest in cash, which could have a material adverse effect on the Company’s financial position and results of operations.

The holders of shares of Class B Super Common Stock will own a significant voting percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

All 136,341 shares of our Class B Super Common Stock are held by three stockholders. Each share of Class B Super Common Stock has one hundred and sixty (160) votes on any matter brought before the stockholders for a vote, which means that the three stockholders who own all of the Class B Super Common Stock will have, collectively, 21,814,560 votes on any matter subject to stockholder approval. There are currently 11 16,~~830~~607,~~664~~910 shares of Class A Ordinary Common Stock outstanding, and each such share only has one (1) vote on any matter brought before the stockholders for a vote. Thus, the three holders of shares of Class B Super Common Stock may together be able to determine all matters requiring stockholder approval. For example, these three stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for the Company’s stock that you may feel are in your best interest as one of our stockholders. The Company’s Certificate of Incorporation only authorizes 100,000,000 shares of Class A Ordinary Common Stock, which means that even if every authorized share of authorized Class A Ordinary Common Stock was issued and outstanding, the three holders of shares of Class B Super Common Stock would have ~~more~~significant ~~votes~~voting ~~than all of the holders of Class A Ordinary Common Stock together~~capacity. Further information is available in the Security ownership of certain beneficial owners and management section on page ~~128~~ 139.

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Our dual-class capital structure, including the disproportionate voting power conferred by the Class B Super Common Stock, may deter institutional investors from purchasing or holding our Class A Ordinary Common Stock, or could prevent us from listing on some exchanges, which could adversely affect the liquidity and market price of our Class A Ordinary Common Stock.

Our capital structure includes Class B Super Common Stock, each share of which carries one hundred and sixty (160) votes per share compared to one (1) vote per share for our Class A Ordinary Common Stock. As a result, the holders of our Class B Super Common Stock collectively exercise voting control over the Company disproportionate to their economic interest. Many stock exchanges and institutional investors, including certain index funds, mutual funds, pension funds, and other large asset managers, have adopted policies that restrict or prohibit investment in or the listing of companies with dual-class or multi-class share structures that provide disproportionate voting rights to certain stockholders. In addition, certain proxy advisory firms and governance organizations have adopted policies that recommend voting against or withholding support from directors of companies with such structures. As a result of these policies and practices, our dual-class capital structure may cause institutional investors to decline to purchase, or to sell, shares of our Class A Ordinary Common Stock, and may cause some stock exchanges to reject listing shares of our Class A Ordinary Common Stock, which could reduce demand for our Class A Ordinary Common Stock, impair the development of an active and liquid trading market for our Class A Ordinary Common Stock, and result in a lower market price for our Class A Ordinary Common Stock than might otherwise prevail. Furthermore, reduced institutional ownership may limit our ability to raise capital through future equity offerings on favorable terms, if at all, and may reduce analyst coverage of our Class A Ordinary Common Stock. There can be no assurance that the trading market for our Class A Ordinary Common Stock will be sufficiently liquid to allow stockholders to sell their shares at the time and price they desire.

The requirements of being a public company may strain our resources and distract management and we will incur substantial costs as a result of being a public company.

We are be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These rules, regulations and requirements are extensive. Our securities may be subject to additional regulatory scrutiny because we became public through a ~~SPAC~~merger ~~transaction~~with a shell company. We will incur significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. These applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board or as executive officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a result of disclosure of information in this prospectus and in the filings that we are required to make as a public company, our business, operating results and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If any such claims are successful, our business, operating results and financial condition could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, operating results and financial condition.

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Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate.

We are required pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

Our management has concluded that our internal controls over financial reporting were not effective, as December 31, 2025 as a result of management’s identification of a material weakness in our internal control over financial reporting related to the accounting for complex financial instruments. While management believes that it has remediated the material weakness, there is no assurance that such changes, when economically feasible and sustainable, will remediate the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.

A decline in the price of the Company’s Class A Ordinary Common Stock could affect the Company’s ability to raise working capital and adversely impact the Company’s ability to continue operations.

A prolonged decline in the price of the Company’s Class A Ordinary Common Stock could result in a reduction in the liquidity of the common stock and a reduction in our ability to raise capital. A decline in the price of the Company’s Class A Ordinary Common Stock could be especially detrimental to our liquidity, operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and services and continue current operations. If the Company’s Class A Ordinary Common Stock’s price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

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We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in the Company’s capital stock must come from increases in the fair market value and trading price of the capital stock.

We have not paid any cash dividends on the Company’s Class A Ordinary Common Stock and do not intend to pay cash dividends on the Company’s Class A Ordinary Common Stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that our Board decides is relevant. Therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.

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Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell Class A Ordinary Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Class A Ordinary Common Stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our business.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our business operations. Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on our businesses (either due to our reliance on imported goods or dependence on access to foreign markets).

Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, our business may be negatively impacted.

Inflationary pressures and persistently high prices and uncertain availability of inputs used by us and our suppliers, or instability in logistics and related costs, could negatively impact our profitability. Pending tariffs proposed by the Trump Administration, may also negatively impact the cost structure of our supply chain, and ~~ECD~~the Company may not be able to pass these price increases on to its customers.

Increases in prices, including because of inflation and rising interest rates, for inputs that we and our suppliers use in manufacturing products, systems, components and parts, or increases in logistics and related costs, have led in the past and may lead in the future to higher production costs for parts, components and vehicles. Geopolitical risks, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollar in comparison with other currencies, and other economic and political factors have created and may continue to create pricing pressure for our inputs. These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.

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Changes to United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.

~~If the price of the Company’s Class A Ordinary Common Stock fluctuates after the this offering, you could lose a significant part of your investment.~~-46-

The market price of the Company’s Class A Ordinary Common Stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, the occurrence of natural disasters, pandemics, geopolitical tensions (particularly those relating to the People’s Republic of China), military conflicts, recessions, inflation, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

The Warrants are exercisable for the Company’s Class A Ordinary Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

As of January 16, 2026, we had outstanding Warrants to purchase an aggregate of up to 444,982 shares of the Company’s Class A Ordinary Common Stock, including Public Warrants to purchase up to 230,000 shares of Class A Ordinary Common Stock and Private Warrants to purchase up to 214,982shares of Class A Ordinary Common Stock are exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants became exercisable on December 16, 2025. The exercise price of these warrants will be $575.00 per share. However, there is no guarantee that our Warrants will ever be “in the money” prior to their expiration, and, as such, our Warrants may expire worthless. See “- The Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Private Warrants and Public Warrants, respectively, approve of such amendment for their respective warrants.”

To the extent our Warrants are exercised, additional shares of the Company’s Class A Ordinary Common Stock will be issued, which will result in dilution to the holders of the Company’s Class A Ordinary Common Stock and increase the number of shares eligible for resale in the public market. The dilution, as a percentage of outstanding shares, caused by the exercise of our Warrants will increase if a large number of Roth CH shareholders elect to redeem their shares in connection with the Business Combination. We cannot predict the ultimate value of the Public Warrants following consummation of the Business Combination. Sales of substantial numbers of shares issued upon the exercise of our Warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of the Company’s Class A Ordinary Common Stock.

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~~The~~We are ~~Warrants~~a ~~may~~“smaller ~~never~~reporting becompany” ~~in the money,~~ and ~~they~~“emerging ~~may~~growth ~~expire~~company” ~~worthless~~under ~~and~~ the ~~terms~~U.S. offederal ~~the~~securities ~~warrants~~laws, ~~may~~and bethe reduced ~~amended~~reporting inrequirements aapplicable ~~manner adverse~~ to asmaller ~~holder~~reporting ifcompanies ~~holders~~and ofemerging atgrowth ~~least~~companies ~~50%~~could ofmake the ~~then~~Company’s Class ~~outstanding~~A ~~Private~~Ordinary ~~Warrants~~Common ~~and~~Stock ~~Public~~less ~~Warrants,~~attractive ~~respectively approve of such amendment~~ to ~~their respective warrants~~investors.

The exercise price for the outstanding Warrants is $575.00 per share of Class A Ordinary Common Stock. There can be no assurance that the Warrants will be in the money following the time they become exercisable and prior to their expiration and as such, the Warrants may expire worthless.

The Public Warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Roth CH. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that increases the exercise price or shortens the exercise period of the Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of the Company’s Class A Ordinary Common Stock purchasable upon exercise of a warrant.

We may redeem your Public Warrants prior to their exercise which may result in warrant holders receiving little or no value for their warrants thereby making your Public Warrants worthless.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the shares of the Company’s Class A Ordinary Common Stock equals or exceeds $900.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the Public Warrants unless an effective registration statement under the Securities Act covering the shares issuable upon exercise of the warrants is effective and a current prospectus relating to those shares is available throughout the thirty (30)-day redemption period, except if we elect to require the warrants to be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we elect to redeem the outstanding Public Warrants, holders would be forced to either exercise their warrants and pay the exercise price at a time when it may be disadvantageous to do so, sell the warrants at the then-current market price, or accept the nominal redemptional price. Any such redemption could occur at a time when the warrants are worthless. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or any of its permitted transferees. As of the date of this prospectus, the Company’s Class A Common Stock has never traded above $[95.00] per share, therefore neither current nor recent share prices meet or exceed the threshold that would allow us to redeem Public Warrants.

In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption if the closing price of the Company’s Class A Ordinary Common Stock equals or exceeds $900.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) day trading-day period ending on the third day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants on a cashless basis prior to redemption for a number of shares of the Company’s Class A Ordinary Common Stock determined based on the redemption date and fair market value of the Company’s Class A Ordinary Common Stock. The value received upon exercise of the warrants may be less than the value the holders would have received if they had been able to exercise their warrants at a later time at which the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.00722 shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. In addition, such redemptions may occur at a time when our Warrants are “out-of-the-money,” in which case holders thereof would lose any potential embedded value from a subsequent increase in the value of the Company’s Class A Ordinary Common Stock had such Public Warrants remained outstanding. If the price of the Company’s Class A Ordinary Common Stock is less than $900.00 and we seek redemption of the Public Warrants, we must call the Private Placement Warrants for redemption on the same terms.

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In the event that we determine to redeem the Public Warrants when the closing price of the shares of the Company’s Class A Ordinary Common Stock equals or exceeds $900.00 per share, pursuant to Section 6.2 of the Warrant Agreement, respectively, we will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than thirty (30) days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner herein provided will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Public Warrant holders will only be able to exercise their Public Warrants on a “cashless basis” under certain circumstances, and if they do so, they will receive fewer shares of the Company’s Class A Ordinary Common Stock from such exercise than if such warrants were exercised for cash.

The Public Warrants generally may not be exercised on a “cashless basis”, except as described below. In contrast, the Private Placement Warrants, for so long as they are held by the Sponsor and certain permitted transferees, may be exercised on a “cashless basis”. The reason that Roth CH agreed that the Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees is because it was not known at the time of Roth CH’s IPO whether the Sponsor would be affiliated with us following a business combination. If the Sponsor remains affiliated with us, its ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike Public Shareholders who could exercise their Public Warrants and sell the shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the Insiders could be significantly restricted from selling such securities.

The Warrant Agreement provides that in the following circumstances holders of Public Warrants who seek to exercise their Public Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Company’s Class A Ordinary Common Stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the Company’s Class A Ordinary Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the Public Warrants for redemption. If you exercise your Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of the Company’s Class A Ordinary Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of the Company’s Class A Ordinary Common Stock underlying the Public Warrants, multiplied by the excess of the “fair market value” of the shares of the Company’s Class A Ordinary Common Stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of the Company’s Class A Ordinary Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, a holder of Public Warrants would receive fewer shares of the Company’s Class A Ordinary Common Stock from such exercise than if such warrants were exercised for cash.

The Warrant Agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes.

The Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes, which may discourage such lawsuits and result in increased costs to warrant holders to bring a lawsuit. Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board.

We are be a “smaller reporting company” and “emerging growth company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies and emerging growth companies could make the Company’s Class A Ordinary Common Stock less attractive to investors.

We are a “smaller reporting company” and an “emerging growth company” under U.S. federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Furthermore, as an emerging growth company, we intend to take advantage of exemptions from certain reporting requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and exemptions from the requirements of holding a non- binding advisory vote on executive compensation. Investors may not find the Company’s Class A Ordinary Common Stock attractive because we may rely on these exemptions and reduced disclosures. If some investors find the Company’s Class A Ordinary Common Stock less attractive as a result, there may be a less active trading market for the Company’s Class A Ordinary Common Stock and our stock price may be more volatile.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the Company’s Class A Ordinary Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of the Company’s Class A Ordinary Common Stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Roth CH’s IPO, (b) in which we have total annual gross revenue of at least $1.23 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

49Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Notes.

As of March 31, 2026, we had approximately $200 million in indebtedness for borrowed money. We incurred $350.0 million principal amount of additional indebtedness as a result of our May 2026 offering of the Notes. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our securityholders and our business, results of operations and financial condition by, among other things:

	●	increasing our vulnerability to adverse economic and industry conditions;

	●	limiting our ability to obtain additional financing;

	●	requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

	●	limiting our flexibility to plan for, or react to, changes in our business;

	●	diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the Notes; and

	●	placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the Notes, and our cash needs may increase in the future.

-47-

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~~Risks~~We may ~~Related~~be unable to raise the ~~Resale~~funds necessary to repurchase the Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the ~~Shares~~Notes, and ~~Private~~our ~~Warrant~~other ~~Shares~~indebtedness may limit our ability to repurchase the Notes or to pay any cash amounts due upon their maturity or conversion.

~~The~~Noteholders may, ~~Selling~~subject ~~Shareholders~~to ~~may~~a ~~choose~~limited exception described in under “Description of Notes”, require us to ~~sell~~repurchase their Notes following a fundamental change at a cash repurchase price generally equal to the ~~Shares~~principal amount of the Notes to be repurchased, plus accrued and/ unpaid interest, if any. See “Description of Notes- Repurchase at the Option of Holders Upon a Fundamental Change.” Upon maturity of the Notes, we must pay their principal amount and accrued and unpaid interest in cash, unless they have been previously repurchased or ~~Private~~converted. ~~Warrant~~Upon ~~Shares~~conversion, we will satisfy our conversion obligation by delivering shares of our Class A Ordinary Common Stock (together with cash in lieu of any fractional share) based on the applicable Conversion Rate; we do not have the right to elect to settle conversions in cash (other than cash in lieu of fractional shares). We may not have enough available cash or be able to obtain financing at ~~prices~~the ~~below~~time we are required to repurchase the ~~current~~Notes ~~market~~or ~~price~~pay any cash amounts due upon their maturity. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Notes or to pay any cash amounts due upon their maturity. Our failure to repurchase Notes or to pay any cash amounts due upon their maturity when required will constitute a default under the Indenture. We may not have sufficient funds to satisfy all amounts due under the Notes.

~~The Selling Shareholders are not restricted~~Not asall toevents ~~the~~that ~~prices at which they~~ may ~~sell~~adversely oraffect ~~otherwise dispose of~~ the ~~Shares~~trading ~~and/or~~price ~~Warrant Shares covered by this prospectus. Sales or other dispositions~~ of the ~~Shares~~Notes and~~/or~~ ~~Private~~our ~~Warrant~~Class ~~Shares~~A ~~below~~Ordinary ~~the~~Common ~~then-current~~Stock ~~market~~will ~~prices~~result ~~could~~in ~~adversely~~an ~~affect the market~~adjustment ~~price~~to of the ~~Company’s~~conversion ~~Class A Ordinary Common Stock~~rate.

~~A large number of shares of Common Stock~~We ~~may~~will beadjust ~~sold in~~ the ~~market~~Conversion ~~following~~Rate ~~this offering, which may significantly depress the market price~~ of the ~~Company’s~~Notes ~~Class~~for Acertain ~~Ordinary Common~~events, ~~Stock.~~including:

~~The~~● ~~Shares~~certain ~~and~~stock ~~Private~~dividends, ~~Warrant~~splits ~~Shares~~and ~~sold in~~combinations; ● the ~~offering~~issuance ~~will~~of becertain ~~freely~~rights, ~~tradable~~options ~~without restriction~~ or ~~further~~warrants ~~registration~~to ~~under~~holders ~~the Securities Act. As a result, a substantial number~~ of ~~shares~~our ofcommon ~~Common~~stock; ~~Stock~~● ~~may~~certain bedistributions ~~sold in the public market following this offering. If there are significantly more shares~~ of ~~Common Stock~~assets, ~~offered~~debt ~~for~~securities, ~~sale~~capital ~~than~~stock ~~buyers~~or ~~are~~other ~~willing~~property to ~~purchase,~~holders ~~then the market price~~ of ~~the~~our ~~Company’s~~common ~~Class~~stock; A● ~~Ordinary~~cash ~~Common~~dividends ~~Stock may~~on ~~decline~~our tocommon astock; ~~market price at which buyers are willing to purchase the offered Common Stock~~ and ~~sellers~~● ~~remain~~certain ~~willing~~tender toor ~~sell~~exchange ~~Common Stock~~offers.

~~Neither~~See “Description weof ~~nor~~Notes-Conversion ~~the~~Rights-Adjustments ~~Selling~~to ~~Shareholders have~~Conversion ~~authorized~~Rate.” ~~any~~We are not required to adjust the conversion rate for other events, such as third-party totender ~~provide~~offers ~~you~~or ~~with~~an ~~information~~issuance ~~concerning~~of usour common stock (or ~~this~~securities ~~offering~~convertible into, or exercisable or exchangeable for, our common stock) for cash, that may adversely affect the trading price of the Notes and our common stock. An event may occur that adversely affects the noteholders and the trading price of the Notes and the underlying shares of our common stock but that does not result in an adjustment to the conversion rate.

~~You should carefully evaluate~~ Not all ofsignificant ~~the~~restructuring ~~information in~~transactions ~~this~~will ~~prospectus.~~constitute We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a ~~result~~fundamental ~~of omitting information provided by us~~change, ~~our~~in ~~officers~~which orcase ~~employees.~~you ~~Neither~~will wenot ~~nor~~have the ~~Selling~~right ~~Shareholders have authorized any other party~~ to ~~provide~~require ~~you with information concerning~~ us orto ~~this~~repurchase ~~offering,~~your ~~and~~Notes ~~recipients~~for ~~should not rely on this information~~cash.

~~You~~If certain ~~may~~corporate ~~experience~~events ~~future~~called ~~dilution~~“fundamental as changes” occur, then, subject to a ~~result~~limited ofexception ~~issuance~~described ofin ~~the~~this ~~Shares~~prospectus, you will have the ~~Warrant~~right ~~Shares,~~to ~~future~~require ~~equity~~us ~~offerings~~to byrepurchase usyour ~~and~~Notes ~~other~~for ~~issuances~~cash. See “Description of ~~the~~Notes-Fundamental ~~Company’s~~Change ~~Class~~Permits ANoteholders ~~Ordinary~~to ~~Common~~Require ~~Stock~~Us orto ~~other~~Repurchase ~~securities~~Notes.” ~~In addition~~However, the ~~issuance~~definition of ~~the~~“fundamental ~~Shares~~change” ~~and~~is ~~future~~limited ~~equity~~to ~~offerings~~specific corporate events and ~~other~~does ~~issuances~~not include all events that may adversely affect our financial condition or the trading price of the ~~Company’s~~Notes. For ~~Class~~example, Aa ~~Ordinary~~leveraged ~~Common~~recapitalization, ~~Stock~~refinancing, restructuring or ~~other~~acquisition ~~securities~~by us may ~~adversely~~not ~~affect~~constitute a fundamental change that would require us to repurchase the ~~Company’s~~Notes. ~~Class~~Nonetheless, Athese ~~Ordinary~~events ~~Common~~could significantly increase the amount of our indebtedness, ~~Stock~~harm our credit rating or adversely affect our capital structure and the trading price of the Notes.

In order to raise additional capital, we may in the future offer additional shares of the Company’s Class A Ordinary Common Stock or other securities convertible into or exchangeable for the Company’s Class A Ordinary Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of the Company’s Class A Ordinary Common Stock or securities convertible into Common Stock in future transactions may be higher or lower than the prices per share per share. ln addition, the exercise price of the Warrants for the Warrant Shares may be or greater than the price per share previously paid by certain investors. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs. In addition, the issuance of the Shares and any future sales of a substantial number of shares of the Company’s Class A Ordinary Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of the Company’s Class A Ordinary Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of the Company’s Class A Ordinary Common Stock.-48-

Table of Contents

~~SELLING~~The increase ~~SHAREHOLDERS~~to the Conversion Rate resulting from a Make-Whole Fundamental Change may not adequately compensate noteholders for the lost option value of their Notes. In addition, a variety of transactions that do not constitute a Make-Whole Fundamental Change may significantly reduce the option value of the Notes without a corresponding increase to the conversion rate.

~~The~~If certain ~~shares~~corporate ofevents ~~the~~that ~~Company’s~~constitute ~~Class~~a A“Make-Whole ~~Ordinary Common~~Fundamental ~~Stock~~Change” ~~being~~occur, ~~offered~~then bywe ~~the~~will, ~~Selling~~in ~~Shareholders~~certain ~~are~~circumstances, temporarily ~~those~~increase tothe beConversion ~~issued~~Rate. toSee ~~the~~“Description ~~Selling~~of ~~Shareholders~~Notes-Conversion inRights-Adjustments ~~connection~~to ~~with~~Conversion ~~the consummation~~Rate.” The amount of the ~~Business~~increase ~~Combination,~~to ~~including~~the ~~shares~~Conversion ofRate ~~the~~will ~~Company’s~~depend ~~Class~~on Athe ~~Ordinary~~date ~~Stock~~on ~~issued~~which ~~upon~~the ~~exercise~~Make-Whole ofFundamental ~~the~~Change ~~Private~~becomes ~~Warrants~~effective ~~issued~~and in the ~~Business~~applicable ~~Combination~~“stock price.” WeWhile ~~are registering~~ the ~~shares~~increase ofto ~~Sharon~~the AIConversion ~~Holdings’~~Rate ~~Class~~is Adesigned ~~Ordinary~~to ~~Common~~compensate ~~Stock,~~Noteholders ~~including shares~~for of the lost ~~Company’s~~option ~~Class~~value Aof ~~Ordinary~~their ~~Stock~~Notes toresulting befrom ~~issued~~a ~~upon~~Make-Whole ~~exercise~~Fundamental ofChange, the ~~Private~~increase ~~Warrants~~is ~~issued~~only inan ~~the~~approximation ~~Business~~and ~~Combination~~may innot ~~order~~adequately tocompensate ~~permit~~Noteholders ~~the~~for ~~Selling Shareholders to offer~~ the ~~shares~~loss ~~the~~in ~~Company’s~~option ~~Class~~value. AIn ~~Ordinary~~addition, ~~Common~~if ~~Stock~~the ~~for~~applicable ~~resale~~“stock ~~from~~price” ~~time~~is greater tothan ~~time~~$300.00 ~~Except~~per ~~for~~share ~~(x)~~or ~~the~~less ~~ownership~~than of$40.20 ~~the~~per ~~shares~~share of(in ~~Common~~each ~~Stock~~case, assubject ~~applicable,~~to (yadjustment), ~~service~~then aswe ~~executive~~will ~~officers~~not ~~and/or~~increase ~~directors~~the conversion ofrate ~~Roth~~for ~~CH,~~the ~~Roth~~make-whole CHfundamental ~~Holdings, Inc~~change., ~~SharonAI~~Moreover, orwe ~~Sharon~~will AInot ~~Holdings’,~~increase asthe ~~applicable,~~conversion ~~and~~rate ~~(z)~~pursuant asto ~~described~~these ~~under~~provisions ~~“Certain~~to an amount ~~Relationships~~that ~~and~~exceeds ~~Related~~24.8750 ~~Party~~shares ~~Transactions,”~~of ~~the~~our ~~Selling~~Class ~~Shareholders~~A ~~have~~Ordinary ~~not~~Common ~~had~~Stock ~~any~~per ~~material~~$1,000 ~~relationship~~principal ~~with~~amount usof ~~within~~Notes (plus accrued and unpaid ~~the~~interest), ~~past~~subject ~~three~~to ~~years~~adjustment.

~~The table below lists the Selling Shareholders~~Furthermore, ~~and other information regarding~~ the ~~beneficial~~definition ~~ownership~~ of ~~the~~make-whole ~~shares~~fundamental ofchange ~~the~~is ~~Company’s~~limited ~~Common~~to ~~Stock~~certain byspecific ~~each~~transactions. ofAccordingly, the ~~Selling~~make-whole ~~Shareholders.~~fundamental ~~The~~change ~~number~~provisions of ~~shares owned and~~ the ~~percentage~~indenture ofwill ~~beneficial~~not ~~ownership~~protect ~~and~~noteholders ~~voting~~from ~~control~~other oftransactions ~~the~~that ~~Company~~could ~~after~~significantly ~~this~~reduce ~~offering~~the ~~set~~option ~~forth~~value inof ~~these~~the ~~columns~~Notes. ~~are~~For ~~based on 12~~example,~~411,987~~ ~~shares~~a ofspin-off ~~Common~~or ~~Stock,~~sale ~~which~~of ~~includes~~a ~~11,967,005~~subsidiary ~~shares~~or ofbusiness ~~Common~~division ~~Stock~~with ~~outstanding~~volatile ~~as of January 15~~earnings, ~~2026~~or ~~and~~a ~~assumes~~change ~~full~~in ~~cash~~our line ~~exercise~~ of ~~the~~business, ~~Warrants~~could ~~that~~significantly ~~are~~affect ~~exercisable for~~ the ~~444,982Warrant~~trading ~~Shares~~characteristics ~~offered hereby. Further, each holder~~ of ~~shares~~our ofcommon ~~Common~~stock ~~Stock~~and ~~shall~~reduce bethe ~~entitled~~option tovalue ~~one (1) vote for each share~~ of ~~Class~~the ANotes without ~~Ordinary~~constituting ~~Common~~a ~~Stock~~make-whole ~~held~~fundamental ~~and~~change ~~one~~that ~~hundred and~~results ~~sixty~~in ~~(160)~~a ~~votes~~temporary ~~for~~increase ~~each~~to ~~share~~the ofconversion ~~Class B Super Common Stock held~~rate.

~~Because the officers and directors of the Company~~In ~~that~~addition, ~~are~~our ~~Selling~~obligation ~~Shareholders may offer all or some of the Shares pursuant~~ to ~~this~~increase ~~offering, we cannot estimate~~ the ~~number~~conversion ofrate ~~shares~~in ~~of Class~~connection Awith ~~Ordinary~~a ~~Common~~make-whole ~~Stock~~fundamental ~~that~~change ~~will~~could be ~~held~~considered bya ~~the Selling Shareholders after completion of the offering. However~~penalty, ~~for purposes of~~ ~~this~~in ~~table,~~which wecase ~~have~~its ~~assumed~~enforceability ~~that,~~would ~~after~~be ~~completion~~subject ofto ~~the~~general ~~offering,~~principles ~~all~~ of ~~the~~reasonableness ~~shares of Class A Ordinary Common Stock covered by this prospectus will be sold by the Selling Shareholders~~ and ~~that~~equitable ~~the Selling Shareholders do not acquire beneficial ownership of any additional shares~~remedies.

~~The~~There is ~~second~~currently ~~column~~no ~~lists~~trading ~~the~~market ~~number~~for ~~of shares of~~ the ~~Company’s~~Notes. ~~Common~~If ~~Stock~~an ~~beneficially~~active ~~owned~~trading bymarket ~~each~~for ~~Selling~~the ~~Shareholder,~~Notes ~~based~~does onnot ~~its~~develop, ~~ownership~~then ofNoteholders ~~the~~may ~~shares~~be ~~of the Company’s~~unable ~~Class~~to Bsell ~~Super~~their ~~Common~~Notes ~~Stock~~at ~~and~~desired ~~Class~~times Aor ~~Ordinary Common Stock~~prices, asor ofat ~~January 16, 2026~~all.

The Notes ~~third~~are ~~column~~a ~~lists~~new class of securities for which no market currently exists. We do not intend to apply to list the ~~number~~Notes ofon ~~shares~~any securities ofexchange or for quotation on any inter-dealer quotation system. Accordingly, an active market for the ~~Company’s~~Notes ~~Class~~may Anever ~~Ordinary~~develop, ~~Common~~and, ~~Stock~~even if ~~being~~one ~~offered~~develops, byit ~~this~~may ~~prospectus~~not bybe ~~each~~maintained. If an active trading market for the Notes does not develop or is not maintained, then the market price and liquidity of the ~~Selling~~Notes ~~Shareholders~~will be adversely affected and Noteholders may not be able to sell their Notes at desired times or prices, or at all.

The liquidity ~~fourth~~of ~~column~~the ~~lists~~trading ~~the~~market, ~~number~~if any, and future trading prices of ~~shares~~the Notes will depend on many factors, including, among other things, the trading price and volatility of ~~the~~our ~~Company’s~~Class A Ordinary Common Stock, ~~owned~~prevailing byinterest ~~each~~rates, our dividend yield, financial condition, results of ~~the~~operations, ~~Selling~~business, ~~Shareholders~~prospects ~~following~~and credit quality relative to our competitors, the ~~sale~~market offor similar securities and the overall ~~maximum~~securities ~~number~~market. Many of ~~shares~~these offactors are beyond our control. Historically, the market for convertible debt has been volatile. ~~Company’s~~Market ~~Class~~volatility Acould ~~Ordinary~~significantly ~~Common~~harm ~~Stock~~the ~~listed~~market infor the ~~third~~Notes, ~~column~~regardless byof ~~such~~our ~~Selling~~financial ~~Shareholders~~condition, results of operations, business, prospects or credit quality.

~~Unless~~The trading ~~otherwise~~price ~~indicated,~~of ~~the~~our ~~Company~~Class ~~believes that~~A ~~all~~Ordinary ~~persons~~Common ~~named~~Stock, inthe condition of the ~~table~~financial ~~below~~markets, ~~have~~prevailing ~~sole~~interest ~~voting~~rates and ~~investment~~other ~~power~~factors could ~~with~~significantly ~~respect~~affect to the ~~voting~~trading ~~securities~~price ~~beneficially~~of ~~owned by~~the ~~them~~Notes.

~~The~~We expect ~~Selling~~that ~~Shareholders~~the ~~may~~trading ~~sell~~price ~~all~~of our Class A Ordinary Common Stock will significantly affect the trading price of the Notes, ~~some~~which orcould result ~~none~~in greater volatility in the trading price of ~~their~~the ~~shares~~Notes than would be expected for non-convertible securities. The trading price of our Class A Ordinary Common Stock will likely continue to fluctuate in response to the factors described or referred to elsewhere in this ~~offering.~~section ~~See~~and under the caption “~~Plan~~Special Note Regarding Forward-Looking Statements,” among others, many of ~~Distribution~~which are beyond our control.”

51In addition, the condition of the financial markets and changes in prevailing interest rates can have an adverse effect on the trading price of the Notes. For example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates to depress the trading price of the Notes. An increase in short- or long-term interest rates, including as a result of a rise in actual or expected inflation, could cause the trading price of the Notes to fall significantly.

-49-

Table of Contents

Name of Selling Shareholder(1)	Number of Shares of Sharon AI Holdings’ Common Stock Owned Prior to the Offering		Maximum Number of Shares of Sharon AI Holdings’ Class A Ordinary Common Stock To Be Sold Pursuant to this Prospectus		Number of Shares Of Sharon AI Holdings’ Common Stock Owned After the Offering		Percent of Common Stock After Offering(2)			Percent of Voting Control After Offering(2)
CR Financial Holdings, Inc(2)		501,894		501,894		-		-			-
John Lipman(3)		465,343		465,343
Craig-Hallum Capital Group LLC(4)		30,507		30,507		-		-			-
William F. Hartfiel III(5)		28,829		28,829		-		-			-
Kevin Harris(6)		28,829		28,829		-		-			-
Steve Dyer(7)		28,829		28,829		-		-			-
Brad Baker(8)		28,829		28,829		-		-			-
Jim Zavoral(9)		28,829		28,829		-		-			-
Donald Hultsrand(10)		28,829		28,829		-		-			-
Adam Rothstein(11)		10,348		10,348		-		-			-
John Demarais(12)		4,161		4,161		-		-			-
Sam Chawla(13)		10,347		10,347		-		-			-
Jack O’Brien(14)		9,610		9,610		-		-			-
Christopher Bradley(15)		10,348		10,348		-		-			-
Andrew Leece(17)		1,444,803		1,399,356		45,447		12.07	%		25.61	%(22)
James Manning(18)		1,450,103		1,333,324		114,243		12.11	%		25.66	%(22)
Timothy Broadfoot(19)		88,375		88,375		-		-			-
Wolfgang Schubert (20)		22,905		22,905		-		-			-
Nicholas Hughes Jones(20)		1,205,919		1,160,472		45,447		10.08	%		24.92	%(22)
4133 Capital LLC(21)		5,448		3,798		1,650		*			*	(23)
ACM ASOF VII (Cayman) Holdco LP(21)		8,257		1,254		7,003		*			*	(24)
Alan & Sophie Alpert Trust(21)		375		255		120		*			*	(25)
Apollo A-N Credit Fund (Delaware) LP(21)		1,254		1,254		-		-			-
Apollo Atlas Master Fund LLC(21)		1,395		908		487		*			*	(26)
Apollo SPAC Fund LP(21)		2,455		1,599		856		*			*	(27)
Angela Blatteis(21)		10,237		6,973		3,264		*			*	(28)
Blue Owl Alternative Credit Special Purpose Investment Fund II LP(21)		5,984		908		5,076		*			*	(29)
Blue Owl Alternative Credit Alameda Special Purpose Investment Fund II LP(22)		10,534		1,599		8,935		*			*	(30)
Bohrs LLC(21)		3,833		3,832		-		-			-
CPC Sponsor Opportunities I, LP (21)		3,371		2,196		1,175		*			*	(31)
CPC Sponsor Opportunities I (Parallel), LP(21)		2,814		1,833		981		*			*	(32)
Daly Family Trust u/t/d dated December 14, 2000(21)		1,873		1,277		596		*			*	(33)
Digital Cloud Partners LLC(21)		10,237		6,973		3,264		*			*	(34)
Frank H Levinson Living Trust(21)		2,747		1,788		959		*			*	(35)
Michael H Herson(21)		840		146		694		*			*	(36)
Irrevocable Indenture of Trust of Frank H & Wynnette L. Levinson Trustee(21)		1,999		1,022		977		*			*	(37)
Gregory Klein(21)		10,187		6,973		3,214		*			*	(38)
Bernard T Marren(21)		1,873		1,277		596		*			*	(29)
Ryan O’Hara(21)		1,749		766		983		*			*	(40)
Benjamin Poh(21)		855		511		354		*			*	(41)
Soo Boon Quek(21)		1,077		734		343		*			*	(42)
Radcliffe SPAC Opportunity Fund LP(21)		6,377		4,154		2,223		*			*	(43)
Reilly Family Investments LLC(21)		375		255		120		*			*	(44)
Stradling Yocca Carlson & Rauth Investment Partnership of 1982(21)		539		367		172		*			*	(45)
Tallac Partners LLC(21)		656		447		209		*			*	(46)
William R Zerella(21)		1,561		638		923		*			*	(47)
Lucid Capital Markets, LLC (48)		41,667		41,667		-		*			*
FECS Holdings Trust(49)		166,667		166,667		-		*			*

We make only very limited covenants in the Indenture, and these limited covenants may not protect your investment.

*	Represents less than 1%.
1	Bracketed and highlighted figures in the table and corresponding footnotes are subject to verification upon receipt of selling shareholder questionnaires.

The Indenture for the Notes contains certain negative covenants and restrictions on our ability to operate our business. These include, among other things, restrictions on our ability to amend our charter documents in a manner that materially and adversely affects the rights of the holders of the Notes, to repurchase shares of our Class A Ordinary Common Stock or Class A Ordinary Common Stock Equivalents (subject to limited exceptions), to repay or repurchase other indebtedness (subject to limited exceptions), to pay cash dividends on our equity securities, and to enter into certain affiliate transactions. In addition, the indenture contains a Holdco Debt maintenance covenant that requires us to ensure that the aggregate outstanding principal amount of Holdco Debt does not exceed the Holdco Coverage Amount (as defined in the indenture), calculated as of the last day of each fiscal quarter. These covenants require the consent of the Required Holders to be waived or modified. Notwithstanding the foregoing, the indenture does not contain all of the financial and operating covenants that are typically found in more restrictive debt instruments, and the covenants that are included may not be sufficient to protect your investment in all circumstances. If we fail to comply with these covenants, we may be in default under the indenture, which could result in the Notes becoming immediately payable in full.

52Regulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the Notes and the ability of investors to implement a convertible note arbitrage trading strategy.

We expect that many investors in the Notes, including potential purchasers of the Notes from investors in this offering, will seek to employ a convertible note arbitrage strategy. Under this strategy, investors typically short sell a certain number of shares of our common stock and adjust their short position over time while they continue to hold the Notes. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of, or in addition to, short selling shares of our common stock.

The SEC and other regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our common stock). These rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc., and the national securities exchanges of a “limit up-limit down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts investors’ ability to effect short sales of our common stock or enter into equity swaps on our common stock could depress the trading price of, and the liquidity of the market for, the Notes.

In addition, the liquidity of the market for our common stock and other market conditions could deteriorate, which could reduce, or eliminate entirely, the number of shares available for lending in connection with short sale transactions and the number of counterparties willing to enter into an equity swap on our common stock with a note investor. These and other market events could make implementing a convertible note arbitrage strategy prohibitively expensive or infeasible. If investors in this offering or potential purchasers of the Notes that seek to employ a convertible note arbitrage strategy are unable to do so on commercial terms, or at all, then the trading price of, and the liquidity of the market for, the Notes may significantly decline.

You may be subject to tax if we adjust, or fail to adjust, the conversion rate of the Notes, even though you will not receive a corresponding cash distribution.

We will adjust the Conversion Rate of the Notes in certain circumstances, including the payment of cash dividends on our common stock. Adjustments (or failures to make adjustments) that have the effect of increasing your proportionate interest in our assets or earnings and profits may in some circumstances result in a deemed distribution, for U.S. federal income tax purposes, to you even though no cash or property is received. Adjustments to the conversion rate made pursuant to a bona fide, reasonable adjustment formula that has the effect of preventing the dilution of the interest of the holders of the Notes, however, will generally not be considered to result in a deemed distribution to you. In addition, if we do not adjust (or adjust adequately) the conversion rate after an event that increases your proportionate interest in us, then you could be treated as having received a deemed taxable dividend. For example, if we adjust the Conversion Rate as a result of a distribution that is taxable to holders of our common stock, such as a cash dividend, then you may be deemed, for U.S. federal income tax purposes, to have received a taxable dividend to the extent of our earnings and profits, without the receipt of any cash or property. If a make-whole fundamental change occurs prior to the maturity date, under some circumstances, we will increase the conversion rate for Notes converted in connection with that make-whole fundamental change. Such increase may also be treated as a distribution subject to U.S. federal income tax as a dividend.

If you are subject to backup withholding, or if you are a non-U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations”) subject to U.S. federal withholding tax, such withholding may be withheld from or set off against subsequent payments on the Notes or our common stock owned by you or from any proceeds of any subsequent sale, exchange or other disposition of such Notes (including the retirement of such Notes) or such common stock or other funds or assets held by you. The Internal Revenue Service has issued proposed regulations addressing the amount and timing of deemed distributions, obligations of withholding agents and filing and notice obligations of issuers, which, if adopted, could affect the U.S. federal income tax treatment of a holder of Notes deemed to receive such a distribution. See “Description of Notes-Conversion Rights- Adjustments to Conversion Rate” and “Material U.S. Federal Income Tax Considerations.”

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(1)	Unless otherwise noted, the business address of each of the following is c/o SharonAI Holdings, Inc., 745 Fifth Avenue, Suite 500, New York, NY 10151.
(2)	Consists of 423,688 shares of Class A Ordinary Common Stock and 78,206 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock. Byron Roth and Gordon Roth have voting and dispositive control over the shares held by CR Financial Holdings, Inc., and may be deemed to be the beneficial owners of the shares held by CR Financial Holdings, Inc. Byron Roth through the BR Trust owns 86.6% of the outstanding shares of CR Financial Holdings, Inc. Byron Roth served as the Co-Chief Executive Officer and Chairman of the Board of Directors of Roth CH prior to the Business Combination.
(3)	Consists of 421,384 shares of Class A Ordinary Common Stock and 43,959 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock. Mr. Lipman served as the Co-Chief Executive Officer and a director of Roth CH and as the sole executive officer and director of the Company prior to the Business Combination.
(4)	Consists 25,815 shares of Class A Ordinary Common Stock and 4,692 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(5)	Consists of 24,395 shares of Class A Ordinary Common Stock and 4,434 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(6)	Consists of 24,395 shares of Class A Ordinary Common Stock and 4,434 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(7)	Consists of 24,395 shares of Class A Ordinary Common Stock and 4,434 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(8)	Consists of 24,395 shares of Class A Ordinary Common Stock and 4,434 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(9)	Consists of 24,395 shares of Class A Ordinary Common Stock and 4,434 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(10)	Consists of 24,395 shares of Class A Ordinary Common Stock and 4,434 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock. Mr. Hultstrand served as the Co-Chief Operating Officer of Roth CH prior to the Business Combination.
(11)	Consists of 8,736 shares of Class A Ordinary Common Stock and 1,612 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock. Mr. Rothstein served as a director of Roth CH prior to the Business Combination.
(12)	Consists of 2,691 shares of Class A Ordinary Common Stock and 1,470 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(13)	Consists of 8,735 shares of Class A Ordinary Common Stock and 1,612 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock. Mr. Chawla served as a director of Roth CH prior to the Business Combination.
(14)	Consists of 8,132 shares of Class A Ordinary Common Stock and 1,478 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(15)	Consists of 8,736 shares of Class A Ordinary Common Stock and 1,612 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock. Mr. Bradley served as a director of Roth CH prior to the Business Combination.
(16)	Holdings include related parties of Andrew Leece being, Strat Cap No.1 Pty Ltd, Strat Capital Pty Ltd ATF AJ Digital Trust and Strat Capital Pty Ltd ATF Alpha Juliett Trust. Holdings include 45,447 shares of Class B Super Common Stock and the remainder of shares held are shares of Class A Ordinary Common Stock. Mr. Leece currently serves as Chief Operating Officer of the Company and served as the Chief Operating Officer of SharonAI prior to the Business Combination.
(17)	Holdings include related parties of James Manning being, Bare Media Holdings Pty Ltd, Defender Capital Pty Ltd, MCH Equities Pty Ltd ATF MCH Equities Australian Opportunities Fund, DSS AI Pty Ltd, Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust, Manning Group Pty Ltd ATF MG Office Trust and MG No.1 Pty Ltd. Holdings include 45,447 shares of Class B Super Common Stock and the remainder of shares held are shares of Class A Ordinary Common Stock. Also includes 68,797 shares of Class A Ordinary Common Stock issuable pursuant to restricted stock units vesting within 60 days of December 22, 2025. Mr. Manning currently serves as a director of the Company and served as the Non-Executive Chairman of SharonAI prior to the Business Combination.

A rating agency may not rate the Notes or may assign a rating that is lower than expected.

53We do not intend to seek to have the Notes rated by any rating agency. However, if one or more rating agencies rate the Notes and assign a rating that is lower than the rating that investors expect, or reduce their rating in the future, then the trading price of our Class A Ordinary Common Stock and the Notes could significantly decline.

In addition, market perceptions of our creditworthiness will directly affect the trading price of the Notes. Accordingly, if a ratings agency rates any of our indebtedness in the future or downgrades or withdraws the rating, or puts us on credit watch, then the trading price of the Notes will likely decline.

Provisions in the Indenture could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Notes and the Indenture could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then, except as described in this prospectus, noteholders will have the right to require us to repurchase their Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that noteholders or holders of our common stock may view as favorable.

You may convert your Notes at any time prior to the close of business on the second business day immediately preceding the maturity date, subject to the terms and conditions of the Indenture, including the ownership limitations described therein. The trading price of the Notes could be less than the value of the consideration into which they could otherwise be converted if market conditions or other factors cause the Notes to trade at a discount to their conversion value.

Because you may convert your Notes at any time prior to the close of business on the second business day immediately preceding the maturity date, the value of the consideration you receive upon conversion will depend on the trading price of our Class A Ordinary Common Stock at the time of conversion. If the trading price of our Class A Ordinary Common Stock is below the conversion price at the time you elect to convert, you will receive shares of our Class A Ordinary Common Stock with a market value less than the principal amount of the Notes you are converting. There is no guarantee that the trading price of our Class A Ordinary Common Stock will exceed the conversion price at any time during the term of the Notes.

Fluctuations in the trading price of our Class A Ordinary Common Stock after you elect to convert your Notes may cause you to receive less valuable consideration than expected.

Upon conversion of your Notes, we will deliver shares of our Class A Ordinary Common Stock (together with cash in lieu of any fractional share) based on the applicable Conversion Rate. The number of shares of Class A Ordinary Common Stock you receive will be determined by the Conversion Rate in effect on the conversion date, subject to adjustment as described in the Indenture. We are required to deliver the settlement amount on the second trading day immediately following the relevant conversion date. Accordingly, if the trading price of our Class A Ordinary Common Stock declines between the conversion date and the date on which we deliver the settlement amount, you may receive shares of our Class A Ordinary Common Stock with a market value that is less than the value you anticipated at the time you elected to convert your Notes.

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(18)	Holdings include related parties of Timothy Broadfoot being DSS AI Pty Ltd, Broadfoot Group Pty Ltd ATF for Broadfoot Family Trust.Mr. Broadfoot serves as the Chief Financial Officer, Treasurer and Corporate Secretary of the Company. Mr. Broadfoot served as the Chief Financial Officer of SharonAI prior to the Business Combination.
(19)	Mr. Schubert serves as the Chief Executive Officer, President and a director of the Company. Mr. Schubert served as the Chief Executive Officer and a director of SharonAI prior to the Business Combination.
(20)	Holdings include related parties of Nicholas Hughes Jones being, Inbocalupo No.1 Pty Ltd and Inbocalupo Pty Ltd ATF Inbocalupo Trust. Holdings include 45,447 shares of Class B Super Common Stock and the remainder of shares held are shares of Class A Ordinary Common Stock. Until July 2025, Mr. Hughes Jones was SharonAI’s Senior Vice President Business Development
(21)	The reported shares to be sold pursuant to this prospectus consist of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock.
(22)	Shares held after the offering include 45,447 shares of Class B Super Common Stock, and for Mr. Manning also includes shares of Class A Ordinary Common Stock issuable pursuant to restricted stock units vesting within 60 days of January 30, 2026.
(23)	Shares held after the offering include 1,650 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(24)	Shares held after the offering include 671 shares of Class A Ordinary Common Stock and 6,332 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Ivan Zinn is a Senior Managing Director of the reporting person and may be deemed to be a beneficial owner of the reported shares.
(25)	Shares held after the offering include 120 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Alan Alpert and Sophie Alpert may be deemed to beneficially own the shares owned by the reporting person.
(26)	Shares held after the offering include 487 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(27)	Shares held after the offering include 856 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(28)	Shares held after the offering include 3,264 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(29)	Shares held after the offering include 487 shares of Class A Ordinary Common Stock and 4,589 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Ivan Zinn is a Senior Managing Director of the reporting person and may be deemed to be a beneficial owner of the reported shares.
(30)	Shares held after the offering include 956 shares of Class A Ordinary Common Stock and 8,079 shares of Class A Ordinary Common Stock underlying warrants to purchase Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Ivan Zinn is a Senior Managing Director of the reporting person and may be deemed to be a beneficial owner of the reported shares.
(31)	Shares held after the offering include 1,175 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Carnegie Park Capital LLC (“CPC”) is the investment manager for each of CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (collectively, the “CPC Funds”). Mr. Edward T. Chen serves as the Managing Partner of CPC and exercises sole voting and dispositive power over the shares owned by the CPC Funds. Accordingly, Mr. Chen may be deemed to beneficially own the shares owned by the CPC Funds. However, Mr. Chen disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Chen may have therein, directly or indirectly. The shares and warrants reflected as beneficially owned prior to the offering were received by CPC Sponsor Opportunities I, LP in connection with a liquidating distribution by the Sponsor.

Your investment in the Notes may be harmed if we exercise our forced conversion right.

54We will have the right to force convert all or any portion of the Notes at any time on or after the date that is eighteen (18) months after the initial issue date and on or before the 20th VWAP trading day immediately before the maturity date, but only if (i) the daily VWAP of our Class A Ordinary Common Stock for at least 20 out of 30 consecutive VWAP trading days ending on, and including, the VWAP trading day immediately before the forced conversion notice date exceeds 200% of the conversion price; (ii) the daily dollar trading volume of our Class A Ordinary Common Stock for at least 20 out of 30 consecutive VWAP trading days ending on, and including, the VWAP trading day immediately before the forced conversion notice date is at least $50,000,000; and (iii) the Liquidity Conditions are satisfied. See “Description of Notes-Forced Conversion.” If we exercise our forced conversion right, then you may not be entitled to benefit from potential future appreciation in the trading price of our Class A Ordinary Common Stock beyond the Conversion Price, and you may be unable to reinvest any proceeds from the conversion in comparable investments at favorable interest rates. In addition, a forced conversion of less than all of the outstanding Notes will likely harm the liquidity of the market for the unconverted Notes following the forced conversion. To the extent that the shares issuable upon a forced conversion would cause a holder to exceed the applicable restricted ownership percentage, we will instead issue pre-funded warrants exercisable for such excess shares.

The accounting method for the Notes could adversely affect our reported financial condition and results.

The accounting method for reflecting the Notes on our balance sheet, accruing interest expense for the Notes and reflecting the underlying shares of our Class A Ordinary Common Stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

In accordance with applicable accounting standards, we expect that the Notes will be reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the Notes, net of issuance costs. The issuance costs will be treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Notes. As a result of this amortization, the interest expense that we expect to recognize for the Notes for accounting purposes will be greater than the cash interest payments we will pay on the Notes, which will result in lower reported income.

In addition, we expect that the shares underlying the Notes will be reflected in our diluted earnings per share using the “if converted” method. Under that method, diluted earnings per share would generally be calculated assuming that all the Notes were converted solely into shares of our Class A Ordinary Common Stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their Notes and could materially reduce our reported working capital.

We have not reached a final determination regarding the accounting treatment for the Notes, and the description above is preliminary. Accordingly, we may account for the Notes in a manner that is significantly different than described above.

Because the Notes will initially be held in book-entry form, noteholders must rely on DTC’s procedures to exercise their rights and remedies.

We will initially issue the Notes in the form of one or more “global notes” registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in global Notes will be shown on, and transfers of global notes will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue certificated Notes. See “Description of Notes-Settlement Upon Conversion” and –”-Book Entry, Delivery and Form.” Accordingly, if you own a beneficial interest in a global note, then you will not be considered an owner or holder of the Notes. Instead, DTC or its nominee will be the sole holder of the Notes. Payments of principal, interest and other amounts on global Notes will be made to the paying agent, who will remit the payments to DTC. We expect that DTC will then credit those payments to the DTC participant accounts that hold book-entry interests in the global notes and that those participants will credit the payments to indirect DTC participants. Unlike persons who have certificated notes registered in their names, owners of beneficial interests in global notes will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from noteholders. Instead, those beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global notes to vote on any requested actions on a timely basis.

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(32)	Shares held after the offering include 981 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. CPC is the investment manager for each of CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (collectively, the “CPC Funds”). Mr. Edward T. Chen serves as the Managing Partner of CPC and exercises sole voting and dispositive power over the shares owned by the CPC Funds. Accordingly, Mr. Chen may be deemed to beneficially own the shares owned by the CPC Funds. However, Mr. Chen disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Chen may have therein, directly or indirectly. The shares and warrants reflected as beneficially owned prior to the offering were received by CPC Sponsor Opportunities I (Parallel), LP in connection with a liquidating distribution by the Sponsor.
(33)	Shares held after the offering include 596 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Timothy Daly may be deemed to beneficially own the shares owned by the reporting person.
(34)	Shares held after the offering include 3,254 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(35)	Shares held after the offering include 959 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Frank H. Levinson is also the beneficial owner of the securities held by the Irrevocable Indenture of Trust of Frank H & Wynnette L. Levinson Trustee. Please see footnote [38] for more information.
(36)	Shares held after the offering include 694 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(37)	Shares held after the offering include 977 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Frank H. Levinson and Wynnette L. Levinson may be deemed to beneficially own the shares owned by the reporting person. Frank H. Levinson is also the beneficial owner of the securities held by the Frank H. Levinson Living Trust. Please see footnote [36] for more information.
(38)	Shares held after the offering include 3,214 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(39)	Shares held after the offering include 596 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(40)	Shares held after the offering include 983 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(41)	Shares held after the offering include 354 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. The reporting person was a consultant with TKB Capital from October 2021 to July 2023.
(42)	Shares held after the offering include 343 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(43)	Shares held after the offering include 2,223 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Pursuant to an investment management agreement, Radcliffe Capital Management, L.P. (“RCM”) serves as the investment manager of Radcliffe SPAC Opportunity Fund, L.P. RGC Management Company, LLC (“Management”) is the general partner of RCM. Steve Katznelson and Christopher Hinkel serve as the managing members of Management. Each of RCM, Management and Messrs. Katznelson and Hinkel disclaim beneficial ownership of the securities owned by Radcliffe SPAC Opportunity Fund, L.P.
(44)	Shares held after the offering include 120 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Richard Reilly and Christie Reilly may be deemed to beneficially own the shares owned by the reporting person.
(45)	Shares held after the offering include 172 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(46)	Shares held after the offering include 209 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale. Clark Callander, Elizabeth Callander, John Callander, Kathryn Callander, Bradley Callander, and Grace Callander share voting and dispositive power over the reported securities. Accordingly, each of the foregoing persons may be deemed to beneficially own the shares owned by the reporting person.
(47)	Shares held after the offering include 523 shares of Class A Ordinary Common Stock held by the reporting person that are not being registered for resale.
(48)	David Rosenberg has voting an investment control over the shares held by Lucid Capital Markets, LLC, and may be deemed to be the beneficial owners of the shares held by Lucid Capital Markets. Lucid Capital Markets is a registered broker-dealer. The shares being registered for resale hereunder were acquired in the ordinary course of business and at such time the selling shareholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. The selling shareholder entered into an engagement letter with the registrant in December 2025 to serve as its exclusive financial M&A advisor. In addition, in August 2025, the selling shareholder entered into an engagement letter with SharonAI, Inc. to serve as placement agent or underwriter in connection with a public offering in August 2025 which was assumed by the registrant in December 2025. No fees have been earned by the selling shareholder under either engagement.
(49)	Christopher Bregenhoj has voting an investment control over the shares held by FECS Holdings Trust, and may be deemed to be the beneficial owners of the shares held by FECS Holdings Trust.

Holding Notes will not, in itself, confer any rights with respect to our Class A Ordinary Common Stock.

55Noteholders will generally not be entitled to any rights with respect to our Class A Ordinary Common Stock (including voting rights and rights to receive any dividends or other distributions on our Class A Ordinary Common Stock). However, noteholders will be subject to all changes affecting our Class A Ordinary Common Stock to the extent the trading price of the Notes depends on the market price of our Class A Ordinary Common Stock and to the extent they receive shares of our Class A Ordinary Common Stock upon conversion of their Notes. For example, if we propose an amendment to our charter documents that requires stockholder approval, then a noteholder will not, as such, be entitled to vote on the amendment, although the noteholder will be subject to any changes implemented by that amendment in the powers, preferences or special rights of our Class A Ordinary Common Stock.

Risks Related to the Resale of the Shares

The Selling Securityholders may choose to sell the Shares at prices below the current market price.

The Selling Securityholders are not restricted as to the prices at which they may sell or otherwise dispose of the Shares covered by this prospectus. Sales or other dispositions of the Conversion Shares below the then-current market prices could adversely affect the market price of the Company’s Class A Ordinary Common Stock.

A large number of shares of Class A Ordinary Common Stock may be sold in the market following this offering, which may significantly depress the market price of the Company’s Class A Ordinary Common Stock.

The Shares sold in the offering will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares of Class A Ordinary Common Stock may be sold in the public market following this offering. If there are significantly more shares of Class A Ordinary Common Stock offered for sale than buyers are willing to purchase, then the market price of the Company’s Class A Ordinary Common Stock may decline to a market price at which buyers are willing to purchase the offered Class A Ordinary Common Stock and sellers remain willing to sell Class A Ordinary Common Stock.

Neither we nor the Selling Securityholders have authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus. We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. Neither we nor the Selling Securityholders have authorized any other party to provide you with information concerning us or this offering, and recipients should not rely on this information.

You may experience future dilution as a result of the issuance of the Shares, future equity offerings by us and other issuances of the Company’s Class A Ordinary Common Stock or other securities. In addition, the issuance of the Shares and future equity offerings and other issuances of the Company’s Class A Ordinary Common Stock or other securities may adversely affect the Company’s Class A Ordinary Common Stock price.

In order to raise additional capital, we may in the future offer additional shares of the Company’s Class A Ordinary Common Stock or other securities convertible into or exchangeable for the Company’s Class A Ordinary Common Stock at prices that may not be the same as the price per share as prior issuances of Class A Ordinary Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of the Company’s Class A Ordinary Common Stock or securities convertible into Class A Ordinary Common Stock in future transactions may be higher or lower than the prices per share. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Class A Ordinary Common Stock under our stock incentive programs. In addition, the issuance of the Conversion Shares and any future sales of a substantial number of shares of the Company’s Class A Ordinary Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of the Company’s Class A Ordinary Common Stock. We cannot predict the effect, if any, that market sales of those shares of Class A Ordinary Common Stock or the availability of those shares for sale will have on the market price of the Company’s Class A Ordinary Common Stock.

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~~USE~~ DESCRIPTION OF ~~PROCEEDS~~NOTES

WeThe following ~~will~~is ~~not~~a ~~receive~~summary ~~any proceeds from any sale~~ of the ~~Shares~~material ~~and~~provisions ~~the~~of ~~Private Warrant Shares by~~ the ~~Selling~~Indenture, ~~Shareholders.~~dated Weas ~~will~~of ~~receive~~May ~~proceeds~~18, in2026 (the ~~event~~“Indenture”), ~~that any of~~ among the ~~Warrants~~Company, ~~are exercised at~~ the ~~exercise~~Subsidiary ~~prices~~Guarantors ~~per~~named ~~share~~therein, ~~for~~and ~~cash which would result in gross proceeds of approximately $256 million if all such Warrants are exercised for cash~~U.S. ~~Any~~Bank ~~proceeds~~Trust ~~that we receive from the exercise of the Warrants will be used for working capital~~Company, ~~capital~~National ~~expenditures~~Association, ~~product~~as ~~development~~trustee, ~~and other general corporate purposes~~conversion agent, ~~including~~registrar ~~investments in sales~~ and ~~marketing~~paying inagent (the ~~United States and internationally~~“Trustee”).

~~The~~This summary ~~Selling~~does ~~Shareholders~~not ~~will~~purport ~~pay~~to ~~any~~be ~~agent’s~~complete ~~commissions~~ and ~~expenses~~is ~~they~~subject ~~incur for brokerage~~to, ~~accounting,~~and ~~tax~~qualified orin ~~legal~~its ~~services~~entirety orby ~~any~~reference ~~other~~to, ~~expenses~~all ~~that they incur in disposing~~ of the ~~shares~~provisions of ~~Common~~the Indenture, ~~Stock.~~including Wethe ~~will~~definitions ~~bear~~of ~~all~~certain ~~other~~terms ~~costs,~~used ~~fees~~therein. ~~and~~We ~~expenses~~urge ~~incurred~~you into ~~effecting~~read the ~~registration~~Indenture ofbecause the ~~shares~~Indenture, ofand ~~Common~~not this ~~Stock~~description, ~~covered~~defines byyour ~~this~~rights ~~prospectus~~as ~~and~~holders ~~any~~of ~~prospectus~~the ~~supplement~~Notes. ~~These~~Certain ~~may~~capitalized ~~include,~~terms ~~without~~used ~~limitation,~~in ~~all~~this ~~registration~~description ~~and~~but ~~filing~~not ~~fees,~~defined herein ~~SEC~~have ~~filing~~the ~~fees~~meanings ~~and~~assigned ~~expenses~~to ofthem ~~compliance~~in ~~with~~the ~~state securities or “blue sky” laws~~Indenture.

WeThe registered ~~cannot~~holder ~~predict~~of ~~when~~a orNote ~~if the Warrants~~ will be ~~exercised,~~treated ~~and it is possible that the Warrants may expire and never be exercised. In addition, the Public Warrants generally may not be exercised on a “cashless basis”, except~~ as ~~described below. In contrast,~~ the ~~Private~~owner ~~Placement~~of ~~Warrants,~~it for soall ~~long as they are held by the Sponsor and certain permitted transferees, may be exercised on a “cashless basis”~~purposes. AsOnly aregistered ~~result,~~holders wewill ~~may~~have ~~never~~rights ~~receive~~under ~~meaningful, or any, cash proceeds from~~ the ~~exercise of the Warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein~~Indenture.

~~See “Plan of Distribution” elsewhere in this prospectus for more information.~~General

56The Notes were issued under the Indenture in an aggregate principal amount of $350,000,000. The Notes are designated as the “6.00% Convertible Senior Notes due 2031” of the Company.

Brief Description of the Notes

The Notes:

	●	constitute direct senior unsecured obligations of the Company;

	●	rank equally in right of payment with all existing and future senior unsecured indebtedness of the Company; and

	●	are guaranteed on a senior unsecured basis, jointly and severally, by each of the Subsidiary Guarantors.

Principal, Maturity and Interest

The Notes will mature on May 1, 2031 (the “Maturity Date”), unless earlier purchased or converted in accordance with the Indenture. The Notes are issuable only in registered form without coupons and in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof.

The Notes bear interest at a rate of 6.00% per annum until the Maturity Date. Interest on the Notes accrues from the most recent date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of original issuance of such Notes. Interest is payable quarterly in arrears on each January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2026, on each Conversion Date (as to the principal amount then being converted), on each Forced Conversion Date (as to the principal amount then being converted), and on the Maturity Date (each, an “Interest Payment Date”). Interest is computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.

The record date for each quarterly interest payment is December 15, March 15, June 15 and September 15, as applicable, immediately preceding the relevant Interest Payment Date (whether or not a “Business Day” (as defined below under the caption “—Certain Definitions”)).

The Company will pay Additional Interest under certain circumstances as described below under “— Additional Interest.”

The Notes do not benefit from a sinking fund. The Indenture does not require the Company to redeem or retire the Notes periodically. The Company may, to the extent permitted by law, at any time purchase Notes in the open market or otherwise, whether through private or public tender or exchange offers, cash-settled swaps or other cash-settled derivatives. Any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other cash-settled derivatives) will be surrendered to the Trustee for cancellation.

The Notes are not redeemable at the option of the Company prior to the Maturity Date, except pursuant to the Forced Conversion provisions described below under “— Forced Conversion.”

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~~DIVIDEND~~Payments on ~~POLICY~~the Notes

WeThe ~~have~~Company ~~never~~will ~~declared~~pay (or ~~paid~~cause ~~any~~the ~~dividends~~Paying onAgent to pay) the ~~Company’s~~principal ~~Class~~of, Apremium, ~~Ordinary~~if ~~Common~~any, ~~Stock.~~on Weand ~~currently~~interest ~~intend~~on, toeach ~~retain~~of ~~all~~the Notes by wire transfer of immediately available funds ~~and~~to ~~any~~the ~~future~~“Depositary” ~~earnings~~(as ~~for~~defined ~~the~~below ~~operation~~under ~~and~~the ~~expansion~~caption of“—Certain Definitions”) ~~our~~or ~~business~~its ~~and~~nominee, ~~therefore,~~as wethe doregistered ~~not~~Holder ~~anticipate declaring~~of orsuch ~~paying~~Global ~~dividends~~Note. inThe Company will pay (or cause the ~~foreseeable~~Paying ~~future.~~Agent to ~~The~~pay) ~~payment~~the principal of, ~~dividends~~and ~~will~~interest beon, atany Physical Note as follows: (i) if the ~~discretion~~principal amount of ~~our~~such ~~Board~~Physical Note is more than $1,000,000 and ~~will~~the Holder has delivered a written request to receive payment by wire transfer to an account within the United States ~~depend~~no onlater ~~our~~than ~~results~~the (x) immediately preceding Regular Record Date (in the case of ~~operations~~interest), ~~capital~~(y) ~~requirements,~~the ~~financial~~relevant ~~condition,~~Conversion ~~prospects,~~Date ~~contractual~~(in ~~arrangements~~the case of cash conversion consideration), ~~any~~or ~~limitations on~~(z) ~~payment~~or of15 ~~dividends~~calendar ~~present~~days before the payment date (in ~~our~~the ~~future~~case ~~debt~~of ~~agreements~~any other payment), by wire transfer of immediately available funds to such account; and (ii) in all other ~~factors~~cases, ~~that~~by ~~our~~check ~~Board~~mailed ~~may~~to ~~deem~~the ~~relevant~~address of such Holder set forth in the Note register.

57If the due date for a payment on a Note is not a Business Day, such payment may be made on the immediately following Business Day with the same force and effect as if made on the due date, and no interest will accrue on such payment as a result of the related delay.

Book-Entry; Delivery and Form

The Notes will be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for DTC, and registered in the name of DTC or its nominee. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.

A beneficial interest in a Global Note may not be exchanged for a Physical Note unless: (i) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor Depositary within 90 days; (ii) the Company, at its option, notifies the Trustee in writing that it is electing to issue the Notes in certificated form; or (iii) an Event of Default has occurred and is continuing with respect to the Notes represented by such Global Note and any owner of a beneficial interest in such Global Note delivers a written request through DTC to exchange such beneficial interest for Physical Notes.

Physical Notes issued in exchange for a Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC in accordance with its customary procedures.

Transfer and Exchange

A Holder may transfer or exchange its Notes at the office of the Registrar in accordance with the Indenture. The Company, the Trustee and the Registrar may require the Holder to, among other things, deliver appropriate endorsements or transfer instruments, and such certificates or other documentation or evidence as may be reasonably required to determine that such transfer or exchange complies with applicable securities laws. The Company, the Trustee and the Registrar may refuse to register the transfer or exchange of any Note that is subject to conversion, a Forced Conversion or a Fundamental Change Repurchase Notice validly delivered and not withdrawn.

No service charge will be made for any registration of transfer or exchange of Notes, but the Company and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Ranking

The Notes constitute direct senior unsecured obligations of the Company and rank equally in right of payment with all existing and future senior unsecured indebtedness of the Company. The Notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors. The Notes do not benefit from any security interest in the assets of the Company or the Subsidiary Guarantors.

Subsidiary Guarantees

Each of the Subsidiary Guarantors has, jointly and severally, fully and unconditionally guaranteed, on a senior unsecured basis, the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at the Maturity Date, by acceleration, upon a Fundamental Change Repurchase Date, a Forced Conversion Date or otherwise, and the due and punctual performance of all other monetary obligations of the Company to the Holders or the Trustee under the Indenture.

The initial Subsidiary Guarantors are: SharonAI Inc., a Delaware corporation; SharonAI Operations LLC, a Delaware limited liability company; SharonAI Hosting LLC, a Delaware limited liability company; SAI US No. 1 LLC, a Delaware corporation; SharonAI Pty Ltd, an Australian proprietary limited company; and Distributed Storage Solutions Pty Ltd, an Australian proprietary limited company (collectively, the “Subsidiary Guarantors”). Each Subsidiary of the Company formed or acquired after the date of the Indenture (other than an “Excluded Subsidiary” (as defined below under the caption “—Certain Definitions”)) is required to become a Subsidiary Guarantor within 30 days of becoming such a Subsidiary (or 90 days in the case of any Australian incorporated Subsidiary to the extent any financial assistance whitewash procedure is required).

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~~UNAUDITED~~A Subsidiary ~~PRO~~Guarantor ~~FORMA~~will ~~COMBINED~~be ~~FINANCIAL~~automatically ~~INFORMATION~~and unconditionally released and discharged from its Subsidiary Guarantee upon: (i) the sale or disposition of such Subsidiary Guarantor (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person that is not the Company or a Subsidiary of the Company, or upon its liquidation or dissolution; (ii) satisfaction and discharge of the Notes in accordance with the Indenture; or (iii) such Subsidiary Guarantor becoming an Immaterial Subsidiary or an “SPV Subsidiary” (as defined below under the caption “—Certain Definitions”), as certified by an Officer’s Certificate delivered to the Trustee.

~~UNAUDITED PRO FORMA COMBINED BALANCE SHEET~~Conversion Rights

~~AS OF SEPTEMBER 30, 2025~~General

~~(in~~Subject to USand ~~dollars~~upon compliance with the provisions of the Indenture, each Holder has the right, at such Holder’s option, to convert all or any portion of its Notes (~~US$~~plus accrued and unpaid interest on such Notes to, but excluding, the Conversion Date)) at the Conversion Rate per $1,000 of the sum of the aggregate principal amount of Notes to be converted plus all accrued and unpaid interest on such Notes to, but excluding, the Conversion Date, at any time until the Close of Business on the second Business Day immediately preceding the Maturity Date.

	Historical						Pro Forma
	SharonAI As Reported			Roth As Reclassified (Note 5)			Transaction Accounting Adjustments			Note	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents		1,364,550			16,083			(193,917	)	2(a)		903,181
								(48,686	)	2(b)
								(234,849	)	2(c)
Trade and other receivables		305,542			-			-				305,542
Assets held for sale		1,124,083			-			-				1,124,083
Other current assets		140,598			5,208			-				145,806
Total current assets		2,934,773			21,291			(477,452	)			2,478,612
Property and equipment, net		3,777,613			-			-				3,777,613
Right of use asset, net		7,476,827			-			-				7,476,827
Goodwill		18,044,215			-			-				18,044,215
Certificates of deposits		906,201			-			-				906,201
Other long-term assets		850,000			-			-				850,000
Total assets		33,989,629			21,291			(477,452	)			33,533,468
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Trade and other payables		562,156			1,551,314			(234,849	)	2(c)		1,878,621
Advances from related party					256,636			(256,636	)	2(g)		-
Warrant liabilities		-			1,335,000			-				1,335,000
Finance lease liabilities, current portion		3,542,831			-			-				3,542,831
Borrowings		516,405			-			-				516,405
Total current liabilities		4,621,392			3,142,950			(491,485	)			7,272,857
Finance lease liabilities, net of current portion		4,108,328			-			-				4,108,328
Total liabilities		8,729,720			3,142,950			(491,485	)			11,381,185
Stockholders’ equity (deficit):
Series A Preferred Stock		2			-			(2	)	2(d)		-
Series B Convertible Preferred Stock		3			-			(3	)	2(d)		-
Common stock		107			-			52,075		2(d)		56,935
								4,528		2(e)
								225		2(g)
Super Common Stock		-			-			682		2(d)		682
Class A ordinary shares		-			4,521			(4,521	)	2(e)		-
Class B ordinary shares		-			7			(7	)	2(e)		-
Additional paid-in capital		34,750,473			7,769,174			(7,769,174	)	2(f)		35,006,884
								256,411		2(g)
Accumulated deficit		(9,541,918	)		(10,895,361	)		(193,917	)	2(a)		(12,963,460	)
								(48,686	)	2(b)
								(52,752	)	2(d)
								7,769,174		2(f)
Noncontrolling interest		56,813			-			-				56,813
Accumulated other comprehensive income (AOCI)		(5,571	)		-			-				(5,571	)
Total stockholders’ equity (deficit)		25,259,909			(3,121,659	)		14,033				22,152,283
Total liabilities and stockholders’ equity (deficit)		33,989,629			21,291			(477,452	)			33,533,468

Conversion Rate and Conversion Price

~~Note~~The initial 1Conversion Rate is 20.7292 shares of Class A Ordinary Common Stock per $1,000 ~~par~~of ~~value~~the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes, subject to adjustment as described below. The initial Conversion Price is approximately $048.~~0001~~24 per share (equal to $1,000 divided by the initial Conversion Rate). In no event will the Conversion Price be less than $40.201 per share (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions). In no event will the Conversion Rate, after adjustment, exceed 24.8750 shares of ~~Domesticated~~Class ~~Parent~~A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions).

58Settlement Upon Conversion

Upon conversion of any Note, the Company will deliver to the converting Holder, in full satisfaction of its conversion obligation, a number of shares of Class A Ordinary Common Stock equal to the applicable Conversion Rate (together with cash in lieu of any fractional share of Class A Ordinary Common Stock), based on the sum of the principal amount of Notes being converted plus accrued and unpaid interest on such Notes to, but excluding, the Conversion Date. The Company will deliver the Settlement Amount on the second Trading Day immediately following the relevant Conversion Date.

The Company will not issue fractional shares of Class A Ordinary Common Stock upon conversion. Instead, the Company will pay cash equal to the product of such fraction and the “Daily VWAP” (as defined below under the caption “—Certain Definitions”) on the relevant Conversion Date (or, if such Conversion Date is not a “VWAP Trading Day” (as defined below under the caption “—Certain Definitions”), the immediately preceding VWAP Trading Day).

Conversion Procedures

To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures of the Depositary. To exercise the conversion privilege with respect to Physical Notes, the Holder must deliver a duly completed and irrevocable Conversion Notice to the Conversion Agent, together with the Note and any required endorsements, transfer documents and taxes. The Conversion Date is the date on which the Holder satisfies all applicable requirements.

Ownership Limitation

The Company will not effect any conversion of a Note to Class A Ordinary Common Stock to the extent that, after giving effect to such conversion, the Holder (together with its Affiliates and any Persons acting as a group with the Holder) would beneficially own in excess of the Restricted Ownership Percentage of the outstanding shares of Class A Ordinary Common Stock. The initial Restricted Ownership Percentage for each Holder is 4.99%, subject to increase (upon not less than 61 days’ prior written notice to the Company) or decrease (effective immediately upon written notice to the Company), subject to the limitations set forth in the Indenture. Notwithstanding the foregoing, (x) no Holder shall be entitled to effect any increase in the Restricted Ownership Percentage applicable to its Notes if such Holder or any Additional Restricted Ownership Person has acquired beneficial ownership of Notes or any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained in the Indenture with the purpose or effect of changing or influencing the control of the Company and (y) (A) in the event the Restricted Ownership Percentage in effective is 4.99%, the Restricted Ownership Percentage shall in no event exceed 9.99% of the number of shares of the Class A Ordinary Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Ordinary Common Stock issuable upon conversion of Notes held by the applicable Holder; and (B) in the event the Restricted Ownership Percentage in effect is 9.99%, the Restricted Ownership Percentage shall in no event exceed 19.99% of the number of shares of the Class A Ordinary Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Ordinary Common Stock issuable upon conversion of Notes held by the applicable Holder.

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~~Unaudited Pro Forma Combined~~Adjustments ~~Statement~~to ofthe ~~Operations~~Conversion Rate

~~For~~The Conversion Rate will be adjusted upon the ~~Nine~~occurrence ~~Months~~of ~~Ended September~~certain 30events, ~~2025~~including:

● stock dividends and distributions, subdivisions and combinations of Class A Ordinary Common Stock; ● issuances of rights, options or warrants to all or substantially all holders of Class A Ordinary Common Stock to subscribe for or purchase shares of Class A Ordinary Common Stock at a price per share less than the average Closing Sale Price for the 10 consecutive Trading Days ending on the Trading Day immediately preceding the announcement date; ● distributions to all or substantially all holders of Class A Ordinary Common Stock of shares of Capital Stock, evidences of indebtedness, assets, property or rights, options or warrants (other than cash dividends, stock dividends and rights, options or warrants covered by the two immediately preceding bullets and any distribution pursuant to a Degressive Issuance described in USthe ~~dollars~~third immediately subsequent bullet); and, in the case of a Spin-Off (USi.e., a distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company that are listed or quoted on a U.S. national securities exchange), the Conversion Rate adjustment will be calculated based on the average Closing Sale Prices of the distributed Capital Stock or equity interests over the 10 consecutive Trading Days commencing on, and including, the Ex-Dividend Date for such Spin-Off relative to the average Closing Sale Prices of the Class A Ordinary Common Stock over the same period; ● cash dividends or distributions to all or substantially all holders of Class A Ordinary Common Stock; ● tender or exchange offers by the Company or any of its Subsidiaries for the Class A Ordinary Common Stock, where the cash and value of any other consideration paid per share exceeds the average Closing Sale Price of the Class A Ordinary Common Stock over the 10 consecutive Trading Days commencing on the Trading Day next succeeding the last date on which tenders or exchanges may be made; and ● Degressive Issuances (i.e., issuances or sales of Class A Ordinary Common Stock or Equity-Linked Securities at an Effective Price per share less than the lesser of (x) the then-current Conversion Price and (y) the average Closing Sale Price for the five Trading Days immediately prior to such issuance or sale), in which case the Conversion Rate will be increased to an amount equal to $1,000 divided by the Weighted Average Issuance Price. The “Weighted Average Issuance Price” is calculated as ((CP × OS) + (EFP × X)) / (OS + X), where CP is the Conversion Price immediately before giving effect to the adjustment, OS is the number of shares of Class A Ordinary Common Stock outstanding immediately before such Degressive Issuance, EFP is the Effective Price per share in such Degressive Issuance (or the weighted average of such Effective Prices if differing prices apply), and X is the sum of the total number of shares of Class A Ordinary Common Stock issued or sold and the maximum number of shares of Class A Ordinary Common Stock underlying any Equity-Linked Securities issued or sold in such Degressive Issuance. For purposes of this adjustment, any re-pricing or amendment of any Equity-Linked Securities (including any Equity-Linked Securities existing as of the Issue Date) will be deemed to be the issuance of additional Equity-Linked Securities, without affecting any prior adjustments theretofore made to the Conversion Rate. No adjustment will be made solely as a result of an “Exempt Issuance” (as defined below under the caption “—Certain Definitions”), and in no event will the Conversion Rate be decreased pursuant to this adjustment.

	Historical						Pro Forma
	SharonAI As Reported			Roth As Reclassified (Note 5)			Transaction Accounting Adjustments		Note	Pro Forma Combined
Revenue		1,208,824			-			-			1,208,824
Cost of revenue		(1,083,426	)		-			-			(1,083,426	)
Gross profit		125,398			-			-			125,398
Shared based compensation		(1,446,312	)		-			-			(1,446,312	)
Selling, general, and administrative expenses		(2,970,874	)		(945,973	)		-			(3,916,847	)
Other expenses		(2,019,907	)		-			-			(2,019,907	)
Other income		961,713			-			-			961,713
Loss from operations		(5,349,982	)		(945,973	)		-			(6,295,955	)
Change in fair value of digital assets		(406,345	)		-			-			(406,345	)
Change in fair value of warrant liabilities		-			(1,112,500	)		-			(1,112,500	)
Interest expense, net		(127,430	)		-			-			(127,430	)
Profit/(Loss) before income taxes		(5,883,757	)		(2,058,473	)		-			(7,942,230	)
Income tax benefit		219,935			-			-			219,935
Net loss		(5,663,822	)		(2,058,473	)		-			(7,722,295	)
Net loss attributable to noncontrolling interest		(27,185	)		-			-			(27,185	)
Net loss Attributable to owners of the Company		(5,636,637	)		(2,058,473	)		-			(7,695,110	)
Weighted average shares outstanding of Class A common stock – basic and diluted		1,067,213			41,817,414						11,523,312
Basic and diluted net income (loss) per share attributable to common stockholders		(5.282	)		(0.049	)					(0.670	)

No adjustment to the Conversion Rate will be required unless such adjustment would result in a change of at least one percent; provided that the Company will carry forward any adjustments that are less than one percent and make such carried-forward adjustments when the cumulative net effect equals at least one percent, upon any offer to purchase the Notes following a Fundamental Change, upon any conversion of Notes, or on the Effective Date for any Fundamental Change.

59The Conversion Rate will not be adjusted for the issuance of shares of Class A Ordinary Common Stock or any securities convertible into or exchangeable for shares of Class A Ordinary Common Stock or the right to purchase shares of Class A Ordinary Common Stock, except as described above. In no event will any adjustment increase the Conversion Rate above the maximum Conversion Rate of 24.8750 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest and in no event will any adjustment decrease the Conversion Price below $40.201.

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~~Unaudited~~Voluntary ~~Pro~~Conversion ~~Forma~~Rate ~~Combined Statement of Operations~~Increases

~~For~~To the extent permitted by law and applicable stock exchange rules, the ~~Year~~Company ~~Ended~~may ~~December~~(but is not required to) increase the Conversion Rate ~~31,~~by ~~2024~~any amount for a period of at least 20 Business Days if such increase is irrevocable during such period and the Board of Directors determines that such increase would be in the Company’s best interest. The Company must give at least 15 days’ prior notice of any such increase in the Conversion Rate to the Holders (with a copy to the Trustee and Conversion Agent). The Company may also increase the Conversion Rate to avoid or diminish income tax to holders of Class A Ordinary Common Stock or rights to purchase shares of Class A Ordinary Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

~~(in~~Make-Whole Fundamental ~~US dollars (US$))~~Change

	Historical						Pro Forma
	SharonAI As Adjusted (Note 6)			Roth As Reclassified (Note 5)			Transaction Accounting Adjustments			Note	Pro Forma Combined
Revenue		1,170,923			-			-				1,170,923
Cost of revenue		(1,474,395	)		-			-				(1,474,395	)
Gross loss		(303,472	)		-			-				(303,472	)
Shared based compensation		(3,266,895	)		-			-				(3,266,895	)
Selling, general, and administrative expenses		(3,420,966	)		(650,122	)		(193,917	)	3(a)		(4,265,005	)
Other expenses		(2,201,728	)		-			-				(2,201,728	)
Loss from operations		(9,193,061	)		(650,122	)		(193,917	)			(10,037,100	)
Change in fair value of digital assets		600,423			-			-				600,423
Change in fair value of warrant liabilities		-			333,750			-				333,750
Other income		1,272,955			-			-				1,272,955
Interest expense, net		(147,483	)		435,437			(435,437	)	3(b)		(147,483	)
Profit/(Loss) before income taxes		(7,467,166	)		119,065			(629,354	)			(7,977,455	)
Income tax expense		(74,077	)		-			-				(74,077	)
Net income/(loss)		(7,541,243	)		119,065			(629,354	)			(8,051,532	)
Net loss attributable to noncontrolling interest		(18,717	)		-			-				(18,717	)
Net loss Attributable to owners of the Company		(7,522,526	)		119,065			(629,354	)			(8,032,815	)
Weighted average shares outstanding of Class A common stock – basic and diluted		556,356			5,851,522							11,523,312
Basic and diluted net income (loss) per share attributable to common stockholders		(13.521	)		0.020							(0.699	)

(a) If a “Make-Whole Fundamental Change” (as defined below under the caption “—Certain Definitions”) occurs and the Conversion Date for the conversion of a Note occurs during the related “Make-Whole Fundamental Change Conversion Period” (as defined below under the caption “—Certain Definitions”), then, the Conversion Rate applicable to such conversion will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the “Make-Whole Fundamental Change Effective Date” (as defined below under the caption “—Certain Definitions”) and the Stock Price of such Make-Whole Fundamental Change:

	Stock Price
Make-Whole Fundamental Change Effective Date	$	40.20	$	45.00	$	48.24	$	55.00	$	60.00	$	70.00	$	80.00	$	90.00	$	96.48	$	110.00	$	125.00	$	150.00	$	200.00	$	250.00	$	300.00
April 17, 2026		4.1458		4.1458		3.1859		3.0992		2.9904		2.7165		2.4053		2.0855		1.8825		1.4868		1.1082		0.6356		0.1692		0.0354		0.0000
May 1, 2027		4.1458		4.1458		3.0318		2.9310		2.8055		2.4941		2.1488		1.8042		1.5916		1.1892		0.8275		0.4170		0.0817		0.0120		0.0000
May 1, 2028		4.1458		4.1458		2.8458		2.7239		2.5738		2.2099		1.8219		1.4528		1.2349		0.8375		0.5173		0.2087		0.0243		0.0020		0.0000
May 1, 2029		4.1458		3.9762		2.6030		2.4439		2.2523		1.8083		1.3693		0.9882		0.7820		0.4317		0.2075		0.0526		0.0024		0.0001		0.0000
May 1, 2030		4.1458		3.4138		2.2348		1.9867		1.7059		1.1325		0.6740		0.3667		0.2370		0.0638		0.0130		0.0012		0.0000		0.0000		0.0000
May 1, 2031		4.1458		1.4930		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

If such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:

	(i)	if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional Shares set forth for the higher and lower Stock Prices in the table above or the earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and

	(ii)	if the Stock Price is greater than $300.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above are adjusted pursuant to Section 4.06(b)), or less than $40.20 (subject to adjustment in the same manner), per share, then no Additional Shares will be added to the Conversion Rate.

In no event will the Conversion Rate be increased to an amount that exceeds 24.8750 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus all accrued and unpaid interest on such Notes.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale

In the case of any “Merger Event” (as defined below under the caption “—Certain Definitions”) (including any recapitalization, reclassification, consolidation, merger, combination, binding share exchange, sale of all or substantially all of the consolidated assets of the Company, or liquidation or dissolution of the Company) as a result of which the Class A Ordinary Common Stock would be converted into, or exchanged for, other securities, cash or other property (the “Reference Property”), Holders will be entitled thereafter to convert their Notes into the kind and amount of Reference Property that a holder of a number of shares of Class A Ordinary Common Stock equal to the Conversion Rate in effect immediately prior to such Merger Event would have owned or been entitled to receive upon such Merger Event. The Company will execute a supplemental indenture with the Trustee providing for such change in the right to convert.

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~~NOTES~~Exchange in TOLieu ~~UNAUDITED~~of ~~PRO FORMA COMBINED FINANCIAL INFORMATION~~Conversion

Notwithstanding anything to the contrary, and subject to the terms of the Indenture, if a Note 1is -submitted ~~Basis~~for conversion, the Company may elect to arrange to have such Note exchanged in lieu of ~~Pro~~conversion ~~Forma~~by ~~Presentation~~a financial institution designated by the Company. To make such election, the Company must send notice of such election to the Holder of such Note before the close of business on the Business Day immediately following the Conversion Date for such Note, and the Company must arrange for the financial institution to deliver the consideration due upon such conversion in the same manner and at the same time as the Company would have been required to do so. The Company will remain responsible to deliver such consideration if the financial institution fails to timely deliver the same.

The unaudited pro forma combined financial information presents the financial information of Pubco (SharonAI Holdings Inc) adjusted to give effect to the Business Combination and related transactions with Sharon AI and Roth, as well as the acquisition of DSS completed by SharonAI, to the extent not yet reflected in SharonAI’s historical financial information (as more fully described in Note 7), and certain other reclassifications adjustments completed by Roth, to the extent not yet reflected in Roth’s historical financial information (as more fully described in Note 5). The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures About Acquired and Disposed Businesses”. SharonAI has not had any historical relationship with SharonAI Holdings Inc or Roth prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.Forced Conversion

~~The~~On or ~~DSS~~after ~~Acquisition~~the ~~was~~date ~~accounted~~that ~~for~~is ~~using~~18 ~~the~~months ~~acquisition~~after ~~method~~the ofInitial ~~accounting~~Issue ~~for~~Date ~~business~~and ~~combinations~~on ~~under~~or before the ~~provisions~~20th ofVWAP ~~Financial~~Trading ~~Accounting~~Day ~~Standards~~immediately ~~Board~~before ~~(“FASB”)~~the ~~Accounting~~Maturity Date, ~~Standard~~the ~~Codification~~Company ~~(“ASC”)~~has ~~Topic~~the ~~805~~right, ~~Business~~at ~~Combinations~~its election, to force convert all or any portion of the Notes (a “~~ASC~~Forced ~~805~~Conversion”)., but only if:

~~The~~(i) the ~~Business~~Daily ~~Combination~~VWAP ~~will be accounted~~ for asat aleast ~~reverse~~20 ~~recapitalization,~~out inof ~~accordance~~30 ~~with~~consecutive USVWAP ~~GAAP.~~Trading ~~Under~~Days ~~this~~ending ~~method of accounting~~on, ~~SharonAI Holdings Inc~~ and ~~Roth will be treated as the “acquired” companies for financial reporting purposes. Accordingly~~including, the ~~Business~~VWAP ~~Combination~~Trading ~~will~~Day beimmediately ~~treated as~~ before the ~~equivalent~~Forced ofConversion ~~SharonAI~~Notice ~~issuing~~Date ~~shares~~exceeds at200% ~~the closing for the net assets or liabilities, as relevant,~~ of ~~Pubco and Roth as of~~ the ~~closing~~Conversion ~~date, accompanied by a recapitalization. The net assets or liabilities, as relevant, of Pubco and Roth will be stated at historical costs, with no goodwill or other intangible assets recorded.~~Price;

~~SharonAI~~(ii) the ~~has~~daily ~~been~~dollar ~~determined~~trading tovolume beof the ~~accounting~~Class ~~acquirer~~A ~~based~~Ordinary Common Stock on the ~~following:~~Exchange for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately before the Forced Conversion Notice Date is at least $50,000,000; and

~~● SharonAI’s current majority shareholder will have~~ (iii) the ~~largest~~“Liquidity ~~voting~~Conditions” ~~interest;~~(as ●defined ~~Original~~below ~~shareholders~~under ~~of SharonAI have~~ the ~~ability~~caption to“—Certain ~~nominate~~Definitions”) ~~the~~are majority of the members of the board of directors; ● The existing senior management of SharonAI will continue to be the senior management following the Business Combination; ● The business of SharonAI will comprise the ongoing operations following the Business Combination; and ● SharonAI is the larger entity, both in terms of substantive operations and number of employeessatisfied.

The Company ~~unaudited~~must ~~pro~~deliver ~~forma~~a ~~combined~~Forced ~~balance~~Conversion ~~sheet~~Notice asto the Holders within one VWAP Trading Day after the end of ~~September~~the applicable 30, ~~2025~~consecutive VWAP ~~combines:~~Trading Day period. The Forced Conversion Date is the first VWAP Trading Day following the Forced Conversion Notice Date.

	●	the historical unaudited condensed consolidated balance sheet of SharonAI as of September 30, 2025; and
	●	the historical unaudited condensed consolidated balance sheet of Roth as of September 30, 2025.

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The unaudited pro forma combined balance sheet has been prepared to give effect to the Business Combination if it had been consummated on September 30, 2025.

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~~The~~No shares ~~unaudited~~of ~~pro~~Class ~~forma~~A ~~combined~~Ordinary ~~statement~~Common Stock in excess of ~~operations~~the applicable Restricted Ownership Percentage will be delivered upon a Forced Conversion. Instead, the Company will issue pre-funded warrants (the “Pre-Funded Warrants”) exercisable for such excess shares of Class A Ordinary Common Stock to such Holder. Such Pre-Funded Warrants will be exercisable in perpetuity, issued in book-entry form, have an exercise price of $0.0001 per share of Class A Ordinary Common Stock, will have exercise blockers substantially equivalent to those described under the ~~nine~~caption ~~months~~“—Conversion ~~ended~~Rights—Ownership ~~September~~Limitations” 30above and will otherwise be in form and substance reasonably satisfactory to the Holders. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Purchase Agreement, ~~2025~~provided ~~combines:~~that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of a Note is forcibly converted.

	●	the historical unaudited condensed consolidated statement of operations of SharonAI for the nine months ended September 30, 2025; and
	●	the historical unaudited condensed consolidated statement of operations of Roth for the nine months ended September 30, 2025.

Repurchase at the Option of Holders Upon a Fundamental Change

~~The~~If a ~~unaudited~~Fundamental ~~pro~~Change ~~forma~~occurs ~~combined~~at ~~statement~~any oftime ~~operations~~prior to the Maturity Date, each Holder will have the right, at such Holder’s option, to require the Company to repurchase for cash all or any portion (in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) of such Holder’s Notes on the ~~twelve~~Fundamental ~~months~~Change ~~ended~~Repurchase ~~December~~Date 31(which will be not less than 20 nor more than 35 calendar days following the date of the Fundamental Change Company Notice) at a repurchase price equal to 100% of the principal amount thereof, plus ~~2024~~accrued ~~combines:~~and unpaid interest thereon to, but not including, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”).

●A “Fundamental Change” means the ~~historical~~occurrence ~~audited~~of ~~consolidated~~a ~~statement~~Change of ~~operations~~Control or a Termination of ~~SharonAI~~Trading. ~~for~~A “Change of Control” includes: (i) any person or group becoming the ~~twelve~~direct ~~months~~or ~~ended~~indirect ~~December~~beneficial 31owner of 50% or more of the total voting power of the Company’s Common Equity, ~~2024;~~or ●having the ~~historical~~power ~~audited~~to ~~statement~~elect a majority of ~~operations~~the Board of ~~Roth~~Directors; ~~for~~(ii) the ~~twelve~~consummation of ~~months~~certain ~~ended~~asset ~~December~~sales 31or transactions in which all of the Class A Ordinary Common Stock is exchanged for other securities, ~~2024~~cash or property (subject to certain exceptions); ~~and~~or ●(iii) the ~~historical~~holders ~~audited~~of ~~statement~~the Company’s Capital Stock approving any plan or proposal for the liquidation or dissolution of ~~operations~~the Company. “Termination of ~~DSS~~Trading” means that the Class A Ordinary Common Stock (or other Reference Property into which the Notes are then convertible pursuant to the terms of the Indenture) are not listed for trading on any of the ~~six~~Exchange, The ~~months~~New ~~ended~~York ~~June~~Stock 30Exchange, ~~2024~~The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors).

~~The~~On or ~~unaudited~~before ~~pro~~the ~~forma~~20th ~~combined~~calendar ~~statement~~day after the occurrence of ~~operations~~a ~~has~~Fundamental ~~been~~Change, ~~prepared~~the toCompany ~~give~~will ~~effect~~provide to ~~the~~all ~~Business~~Holders, ~~Combination~~the Trustee, ~~and~~the ~~related~~Conversion ~~transactions~~Agent and the ~~DSS~~Paying ~~Acquisition~~Agent ~~summarized~~a ~~below~~written asnotice if(the ~~they~~“Fundamental ~~had~~Change ~~been~~Company ~~consummated~~Notice”) onof ~~January 1, 2024,~~ the occurrence ~~beginning~~ of the ~~earliest~~Fundamental ~~period~~Change ~~presented.~~and ~~These~~of ~~periods are presented on~~ the ~~basis~~repurchase ~~that~~right ~~SharonAI~~arising isas ~~the~~a ~~accounting~~result ~~acquirer~~thereof.

~~The~~A Holder ~~unaudited~~may ~~pro~~withdraw ~~forma~~a ~~combined~~Fundamental ~~balance~~Change ~~sheet~~Repurchase asNotice ofat ~~September~~any ~~30,~~time ~~2025~~prior ~~has~~to ~~been~~the ~~prepared~~close ~~using,~~of ~~and~~business ~~should~~on bethe ~~read~~Business inDay ~~conjunction~~immediately preceding ~~with:~~the Fundamental Change Repurchase Date.

● Pubco’s unaudited condensed balance sheet as of September 30, 2025 and the related notes thereto included elsewhere in this registration statement; ● SharonAI’s unaudited condensed consolidated balance sheet as of September 30, 2025 and the related notes thereto included elsewhere in this registration statement; ● Roth’s unaudited condensed consolidated balance sheet as of September 30, 2025 and the related notes thereto included in Roth’s Quarterly Report on Form 10-~~Q filed with the SEC on November 15, 2025 and incorporated herein by reference.~~60-

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2025 has been prepared using, and should be read in conjunction with:

● Pubco’s unaudited condensed statement of operations for the nine months ended September 30, 2025 and the related notes thereto included elsewhere in this registration statement; ● SharonAI’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025 and the related notes thereto included elsewhere in this registration statement; ● Roth’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025 and the related notes thereto included in Roth’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2025 and incorporated herein by reference;

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~~The unaudited pro forma combined statement of operations for the year ended December 31~~Consolidation, Merger ~~2024 has been prepared using,~~ and ~~should~~Asset ~~be read in conjunction with:~~Sale

●The Company ~~Pubco’s~~shall ~~audited~~not ~~statement~~consolidate ofwith, ~~operations~~enter ~~for~~into ~~the~~a ~~period~~binding ~~from~~share ~~December~~exchange 30with, ~~2024~~or ~~(Inception)~~merge towith ~~December~~or 31into, ~~2024~~another ~~and~~Person, ~~the~~or ~~related~~sell, ~~notes~~assign, convey, ~~thereto~~transfer, ~~included~~lease ~~elsewhere~~or inotherwise ~~this registration statement; ● SharonAI’s audited consolidated statement of operations for the year ended December 31~~dispose, ~~2024 and the related notes thereto included elsewhere~~ in ~~this~~one ~~registration~~transaction ~~statement;~~or ●a ~~Roth’s~~series ~~audited consolidated statement~~ of ~~operations for the year ended December 31~~transactions, ~~2024~~all ~~and~~or ~~the~~substantially ~~related~~all ~~notes~~of ~~thereto included in Roth’s Annual Report on Form 10-K filed with~~ the ~~SEC on March 28, 2025 and incorporated herein by reference; ● DSS’s audited consolidated statement~~ assets of ~~operations for~~ the ~~six-month~~Company ~~period~~and ~~ended~~its ~~June 30~~Subsidiaries, ~~2024~~taken ~~and~~as ~~the~~a ~~related~~whole, ~~notes~~to ~~thereto~~another ~~included~~Person ~~elsewhere~~(a in“Business ~~this~~Combination ~~registration~~Event”), ~~statement;~~unless:

~~This~~(i) the ~~information~~resulting, ~~should~~surviving, betransferee ~~read~~or ~~together~~successor ~~with~~Person (the ~~sections~~“Successor ~~titled~~Company”), ~~“Management’s~~if ~~Discussion~~not the Company, is a corporation organized and ~~Analysis~~existing under the laws of ~~Financial~~the ~~Condition~~United ~~and~~States, ~~Results~~any state of ~~Operations~~the United States or the District of ~~SharonAI”~~Columbia and, ~~“Management’s~~at ~~Discussion~~or ~~and~~before the ~~Analysis~~effective time of ~~Financial~~such ~~Condition~~Business Combination Event, the Successor Company expressly assumes, by supplemental indenture, joinder, amendment or otherwise, executed and ~~Results~~delivered to the Trustee in form satisfactory to the Trustee, all of ~~Operations~~the obligations of ~~DSS”~~the Company ~~included~~under ~~elsewhere~~the inNotes, ~~this~~the ~~registration~~Indenture ~~statement.~~and the other Indenture Documents;

~~The~~(ii) immediately ~~historical~~after ~~financial~~giving ~~statements~~effect ofto ~~Pubco,~~such ~~SharonAI,~~Business ~~Roth~~Combination ~~and~~Event, ~~DSS~~no ~~were~~Default ~~prepared~~or inEvent ~~accordance~~of ~~with~~Default ~~generally~~shall ~~accepted~~have ~~accounting~~occurred ~~principles~~and inbe continuing under the ~~United~~Indenture ~~States~~with ofrespect ~~America~~to ~~(U.S.~~the ~~GAAP).~~Notes; and

~~The~~(iii) all ~~adjustments~~other ~~presented~~conditions inspecified the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of SharonAI upon consummation of the Business Combination. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that SharonAI believes are reasonable under the circumstances. The pro forma adjustments, which are described in the ~~accompanying~~Indenture notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. SharonAI management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are ~~properly applied in the unaudited pro forma combined financial information~~met.

63Upon any such Business Combination Event, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of, the Company under the Indenture. Except in the case of a lease, the predecessor company will be discharged from its obligations under the Indenture and the Notes.

There is no precise, established definition of the phrase “all or substantially all” under applicable law. Accordingly, there may be uncertainty as to whether the provisions described above would apply to a sale, lease or transfer of less than all of the Company’s and its Subsidiaries’ assets.

Subsidiary Guarantor Consolidation, Merger and Asset Sale

A Subsidiary Guarantor shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person, or sell, assign, convey, transfer, lease or otherwise dispose, in one transaction or a series of transactions, all or substantially all of the assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole, to another Person (a “Subsidiary Guarantor Business Combination Event”), unless:

(i) the resulting, surviving, transferee or successor Person (the “Subsidiary Guarantor Successor Company”), if not such Subsidiary Guarantor, is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia, or the state or territory under which the former Subsidiary Guarantor was organized, and at or before the effective time of such Subsidiary Guarantor Business Combination Event, the Subsidiary Guarantor Successor Company expressly assumes, by supplemental indenture, joinder, amendment or otherwise, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the Notes, the Indenture and the other Indenture Documents;

(ii) immediately after giving effect to such Subsidiary Guarantor Business Combination Event, no Default or Event of Default shall have occurred and be continuing under the Indenture with respect to the Notes; and

(iii) all other conditions specified in the Indenture are met.

Upon any such Subsidiary Guarantor Business Combination Event, the Subsidiary Guarantor Successor Company (if not such Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, such Subsidiary Guarantor under the Indenture. Except in the case of a lease, the predecessor Subsidiary Guarantor will be discharged from its obligations under the Indenture and the Notes.

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~~Note 2 - Adjustments to unaudited pro forma combined balance sheet as of September 30, 2025.~~Certain Covenants

~~The adjustments included in the unaudited proforma combined balance sheet as of September 30, 2025 are as follows:~~Negative Covenants

	2(a)	Reflects remaining estimated transaction costs expected to be incurred by SharonAI of approximately $193,917, for legal, accounting and advisory services in connection with the Business Combination and related transactions. None of these fees have been accrued as of the pro forma balance sheet date. The amount of $193,917 is reflected as an adjustment to accumulated losses.
	2(b)	Reflects remaining estimated transaction costs expected to be incurred by Roth of approximately $48,686, for legal, accounting and advisory services in connection with the Business Combination and related transactions. None of these fees have been accrued as of the pro forma balance sheet date. The amount of $48,686 is reflected as an adjustment to accumulated losses. The Roth estimated transaction costs excludes the deferred legal fees included in note 2(c).
	2(c)	Reflects the payment of deferred legal fees incurred by Roth that will become due following the Closing.
	2(d)	Reflects the recapitalization of SharonAI through the contribution of all outstanding SharonAI Common Stock, SharonAI Series A Preferred Stock and SharonAI Series B Convertible Preferred Stock of SharonAI to Roth and the issuance of 521.8 million and 6.8 million of Pubco Class A Ordinary Common Stock and Pubco Class B Super Common Stock, respectively. As a result of the recapitalization, the carrying value of (i) SharonAI Series A Preferred Stock of US$2, (ii) SharonAI Series B Convertible Preferred Stock of US$3, and (iii) SharonAI Common Stock of US$107 were derecognized.
	2(e)	Reflects the conversion of 45,203,220 Roth Class A ordinary shares and 75,000 Roth Class B ordinary shares into 45,278,220 Pubco Class A Ordinary Common stock.
	2(f)	Reflects the elimination of Roth’s historical additional paid-in capital balance.
	2(g)	Reflects the conversion of $269,999.70 of related party debt converted in 2,249,999 Roth Class A ordinary shares and subsequently into 2,249,999 Pubco Class A Ordinary Common stock

As long as any portion of the Notes remains outstanding, unless the “Required Holders” (as defined below under the caption “—Certain Definitions”) shall have otherwise given prior written consent, the Company shall not, and shall not permit any of its Subsidiaries (other than any SPV Subsidiary) to, directly or indirectly:

~~Note~~(i) amend 3its -charter ~~Adjustments~~documents, toincluding, ~~unaudited~~without ~~pro~~limitation, ~~forma~~its ~~combined~~certificate ~~statement~~of incorporation and bylaws, in any manner that materially and adversely affects any rights of ~~operations~~the ~~for~~Holders (which explicitly will not include any amendment that solely collapses the ~~year~~Company’s dual ~~ended~~common ~~December~~stock ~~31,~~structure ~~2024.~~or eliminates one class of common stock);

~~The~~(ii) repay, ~~adjustments~~repurchase or offer to ~~the~~repay, ~~unaudited~~repurchase ~~pro forma~~or ~~combined~~otherwise ~~statement~~acquire more than a de minimis number of ~~operations~~shares ~~for~~of ~~the~~its ~~year~~Common ~~ended~~Stock ~~December~~or 31Common Stock Equivalents, ~~2024~~other inthan ~~relation~~(A) shares of Common Stock permitted or required to be converted under the ~~Business~~Transaction ~~Combination~~Documents ~~are~~and as(B) repurchases ~~follows:~~of Common Stock or Common Stock Equivalents of departing officers and directors not exceeding an aggregate of $100,000 for all officers and directors during the term of the Indenture;

	3(a)	Reflects remaining estimated transaction costs expected to be incurred by SharonAI of approximately $288,917, for legal, accounting and advisory services in connection with the Business Combination and related transactions. None of these fees have been accrued as of the pro forma balance sheet date. The amount of $288,917 is reflected as an adjustment to accumulated losses.
	3(b)	Reflects the elimination of interest earned on the investments held in the Trust Account.

(iii) repay, repurchase or offer to repay, repurchase or otherwise acquire any “Indebtedness” (as defined below under the caption “—Certain Definitions”), other than the Notes pursuant to the terms of the Indenture (which for purposes of clarification does not preclude the conversion of (i) up to approximately $103 million of convertible notes issued under a convertible note agreement in December 2025 and (ii) up to $25,000,000 of convertible notes to be issued to strategic transaction partner with whom the Company has a commercial relationship in accordance with their terms);

~~Note~~(iv) pay 4cash -dividends ~~Loss~~or ~~per~~distributions ~~Share~~on any equity securities of the Company;

~~Represents~~(v) enter ~~the~~into ~~loss~~any ~~per~~transaction ~~share~~with ~~calculated~~any ~~using~~Affiliate of the ~~historical~~Company ~~weighted~~which ~~average~~would ~~shares~~be ~~outstanding,~~required ~~and~~to ~~the~~be ~~issuance~~disclosed ofin ~~additional~~any ~~shares~~public infiling ~~connection~~ with the ~~Business Combination~~Commission, unless ~~assuming~~such ~~the~~transaction ~~shares were outstanding since January 1, 2025. As the Business Combination~~ is ~~being~~made ~~reflected~~on asan ifarm’s-length itbasis ~~had~~and ~~occurred~~expressly atapproved ~~the~~by ~~beginning~~a majority of the ~~period presented,~~disinterested ~~the~~directors ~~calculation~~ of ~~weighted average shares outstanding for basic and diluted earnings per share assumes that~~ the ~~shares~~Company; ~~issued in connection with the Business Combination have been outstanding for the entire period presented.~~or

64(vi) enter into any agreement with respect to any of the foregoing.

Holdco Debt Incurrence Covenant

As long as any portion of the Notes remains outstanding, unless the Required Holders shall have otherwise given prior written consent, the Company shall not, and shall not permit any of its Subsidiaries to, incur any “Holdco Debt” (as defined below under the caption “—Certain Definitions”) (including the Notes) if, after giving pro forma effect to such incurrence and the application of proceeds therefrom, the aggregate outstanding principal amount of Holdco Debt would exceed the Holdco Coverage Amount. Certain limited categories of Indebtedness are permitted notwithstanding this restriction, including: (i) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (ii) certain netting services, overdraft protections and similar cash management arrangements (provided any such Indebtedness is extinguished within 30 days); (iii) unsecured Indebtedness consisting of financing of insurance premiums in the ordinary course of business not to exceed $1.0 million at any time outstanding; and (iv) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business.

Holdco Lien Covenant

As long as any portion of the Notes remains outstanding, unless the Required Holders shall have otherwise given prior written consent, the Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any “Lien” (as defined below under the caption “—Certain Definitions”) of any kind securing Holdco Debt, other than: (i) Liens existing on the Issue Date; and (ii) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $25.0 million at any time outstanding.

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~~Note~~Holdco Debt 5Maintenance ~~- Roth Reclassifications Adjustments~~Covenant

~~During~~As long ~~the~~as ~~preparation~~any portion of the ~~unaudited~~Notes ~~pro~~remains ~~forma~~outstanding, ~~combined~~unless ~~financial~~the ~~information,~~Required ~~SharonAI~~Holders ~~performed~~shall ahave ~~preliminary~~otherwise ~~analysis~~given toprior ~~identify~~written ~~differences~~consent, inthe Company ~~SharonAI’s~~shall ~~and~~cause the ~~historical~~aggregate ~~financial~~outstanding ~~statement~~principal ~~presentation~~amount ~~and~~of ~~significant~~Holdco ~~accounting~~Debt ~~policies~~(calculated as of ~~Roth.~~the ~~Based~~last onday ~~its~~of ~~initial~~each ~~analysis~~fiscal quarter) not to exceed the Holdco Coverage Amount (the “Maximum Maintenance Holdco Debt”). If, ~~SharonAI~~as ~~did~~of ~~not~~the ~~identify~~last ~~any~~day ~~differences~~of inany ~~accounting~~fiscal quarter, ~~policies~~the ~~that~~aggregate ~~would~~outstanding ~~have~~principal aamount ~~material~~of ~~impact~~Holdco onDebt exceeds the ~~unaudited~~Maximum ~~pro~~Maintenance ~~forma~~Holdco ~~combined~~Debt ~~financial~~(a ~~information.~~“Holdco ~~However~~Debt Breach”), ~~certain~~the ~~reclassification~~Company ~~adjustments~~shall, ~~have~~within ~~been~~30 ~~made~~days tofollowing ~~conform~~delivery ~~Roth~~of the applicable Officer’s ~~historical~~Certificate, ~~financial~~cure ~~statement~~such ~~captions~~Holdco Debt Breach by: (i) repaying Holdco Debt (other than the Notes) in a sufficient amount; (ii) contributing additional cash or Cash Equivalents to ~~SharonAI’s~~the ~~financial~~Company ~~statement~~or ~~captions~~its Subsidiaries (other than SPV Subsidiaries) in a sufficient amount to increase “Holdco Cash” (as defined below under the ~~unaudited~~caption ~~pro~~“—Certain ~~forma~~Definitions”); ~~combined~~(iii) ~~financial~~contributing ~~information.~~additional ~~These~~“GPU ~~reclassifications~~Equipment” (as ~~have~~defined nobelow ~~effect~~under onthe ~~previously~~caption ~~reported~~“—Certain ~~total~~Definitions”) or other assets, ~~total~~to ~~liabilities,~~one ~~stockholders’~~or ~~equity/deficit,~~more ~~total~~SPV ~~revenues,~~Subsidiaries ~~total~~in a ~~expenses,~~sufficient amount to increase “GPU Value”; or ~~net~~(iv) ~~income~~any combination of ~~Roth~~the foregoing. The failure of the aggregate outstanding principal amount of Holdco Debt to comply with the Maximum Maintenance Holdco Debt as of the last day of any fiscal quarter shall not constitute an Event of Default if such non-compliance is cured within such 30-day period.

Following the completion of the merger, or as more information becomes available, SharonAI will finalize its comprehensive review of financial statement presentation and accounting policies. Therefore, the pro forma financial information may not reflect all reclassifications necessary to conform Roth’s presentation to that of SharonAI due to limitations on the availability of information as of the date of this information statement and proxy statement/prospectus. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.Reporting Covenant

~~The~~As long ~~following~~as ~~sets~~any ~~forth~~Notes are outstanding, the ~~reclassification~~Company ~~adjustments~~shall ~~made~~file with the Commission within the time periods prescribed by its rules and regulations (giving effect to ~~conform~~any ~~Roth’s~~grace ~~presentation~~period provided by Rule 12b-25 under the Exchange Act) all quarterly and annual financial information required to ~~SharonAI~~be contained in Forms 10-Q and 10-K and, with respect to the annual consolidated financial statements only, a report thereon by the Company’s ~~presentation~~independent inauditors. The Company shall furnish to the ~~unaudited~~Trustee ~~pro~~and ~~forma~~the ~~combined~~Holders ~~balance~~within ~~sheet~~15 ascalendar ofdays ~~September~~after ~~30,~~it ~~2025:~~is required to file the same with the Commission.

		As of September 30, 2025
Roth caption	SharonAI caption	Roth As Reported			Reclassification Adjustments			Note	Roth As Reclassified
ASSETS	ASSETS
Current Assets:	Current assets:
Cash	Cash and cash equivalents		16,083			-				16,083
Prepaid expenses			1,875			(1,875	)	5(a)		-
Short-term prepaid insurance			3,333			(3,333	)	5(a)
	Other current assets					5,208		5(a)		5,208
	Total current assets		21,291			-				21,291
	Total assets		21,291			-				21,291
LIABILITIES AND SHAREHOLDERS’ DEFICIT	LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:	Current liabilities:
Accounts payable and accrued expenses			1,551,314			(1,551,314	)	5(b)		-
	Trade and other payables					1,551,314		5(b)		1,551,314
Advances from related party			256,636			-				256,636
	Trade and other payables					-				-
Warrant liabilities	Warrant liabilities		1,335,000			-				1,335,000
										-
	Total liabilities		3,142,950			-				3,142,950
Shareholders’ Deficit:	Shareholders’ equity (deficit)
Class A ordinary shares	Class A ordinary shares		4,521			-				4,521
Class B ordinary shares	Class B ordinary shares		7			-				7
Additional paid-in capital	Additional paid-in capital		7,769,174			-				7,769,174
Accumulated deficit	Accumulated deficit		(10,895,361	)		-				(10,895,361	)
	Total stockholders’ equity (deficit)		(3,121,659	)		-				(3,121,659	)
	Total liabilities and stockholders’ equity (deficit)		21,291			-				21,291

Additional Interest

65If, at any time after the date that is six months after the last date of original issuance of the Notes, the Company has not satisfied the reporting conditions set forth in Rule 144(c) and (i)(2) under the Securities Act, or the Notes are not otherwise Freely Tradable, the Company shall pay Additional Interest on the Notes at the rate of 0.50% per annum of the principal amount of Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise Freely Tradable.

In addition, to the extent the Company elects, the sole remedy for a Reporting Event of Default (i.e., an Event of Default relating to the Company’s failure to comply with its reporting obligations under Section 5.04 of the Indenture) will, for the 180 days after the occurrence of such Reporting Event of Default, consist exclusively of the right to receive Additional Interest at an annual rate of (i) 0.25% per annum of the principal amount of the Notes then Outstanding commencing on the date on which such a Reporting Event of Default first occurs and ending on the earlier of the date such Reporting Event of Default is cured or waived or the 90th day following the occurrence of such Reporting Event of Default and (ii) 0.50% per annum of the principal amount of such tranche of Notes outstanding commencing on the 91st day following the occurrence of such Reporting Event of Default (if such Reporting Event of Default is continuing on such 91st day) and ending on the earlier of the date such Reporting Event of Default is cured or waived or the 180th day following the occurrence of such Reporting Event of Default. If the Reporting Event of Default is continuing on the 181st day, the Notes will be subject to acceleration as provided in the Indenture.

In no event shall Additional Interest accrue at an annual rate in excess of 0.50% for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations.

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	5(a)	Represents the reclassification of “Prepaid” on Roth’s balance sheet into “Other current assets” to conform to SharonAI’s balance sheet presentation.
	5(b)	Represents the reclassification of “Accounts payable and accrued expenses” on Roth’s balance sheet into “Trade and other payables” to conform to SharonAI’s balance sheet presentation.

Events of Default

~~The~~Each of ~~following sets forth~~ the ~~reclassification~~following ~~adjustments~~events ~~made~~constitutes toan ~~conform~~“Event ~~Roth’s presentation to SharonAI’s presentation in the unaudited pro forma condensed combined statement~~ of ~~profit for the nine months ended September 30, 2025~~Default”:

		For the Nine Months Ended September 30, 2025
Roth caption	SharonAI caption	Roth As Reported			Reclassification Adjustments			Note	Roth As Reclassified
Formation and operating costs			(945,973	)		945,973		5(d)		-
	Selling, general, and administrative expenses					(945,973	)	5(d)		(945,973	)
Loss from operations	Loss from operations		(945,973	)		-				(945,973	)
Change in fair value of warrant liabilities	Change in fair value of warrant liabilities		(1,112,500	)		-				(1,112,500	)
Net income/(loss)	Net loss		(2,058,473	)		-				(2,058,473	)

(a) the Company’s failure to pay the principal of or any premium, if any, on any Note when due and payable on the Maturity Date, on a Fundamental Change Repurchase Date, upon declaration of acceleration or otherwise;

5(db) ~~Represents~~ the ~~reclassification~~Company’s offailure ~~“Formation~~to ~~and~~comply ~~operating~~with ~~costs”~~its onobligations ~~Roth’s~~under the ~~statement~~Indenture ofto ~~profit~~pay or ~~loss~~deliver ~~into~~the ~~“Selling,~~Settlement ~~general,~~Amount ~~and~~owing upon ~~administrative~~conversion ~~expenses”~~of toany ~~conform~~Note towithin ~~SharonAI’s~~five ~~statement~~calendar ~~of operations presentation.~~days;

~~The following sets forth~~ (c) the ~~reclassification adjustments made to conform Roth~~Company’s ~~presentation~~failure to ~~SharonAI’s~~pay ~~presentation~~any ininterest ~~the~~on ~~unaudited~~any ~~pro~~Note ~~forma~~when ~~condensed~~due, ~~combined~~and ~~statement~~such offailure ~~profit~~continues for ~~the~~a ~~year~~period ~~ended~~of ~~December~~30 ~~31, 2024:~~days;

		Year ended December 31, 2024
Roth caption	SharonAI caption	Roth As Reported			Reclassification Adjustments			Note	Roth As Reclassified
General and administrative expenses			(650,122	)		650,122		5(e)		-
	Selling, general, and administrative expenses					(650,122	)	5(e)		(650,122	)
Loss from operations	Loss from operations		(650,122	)		-				(650,122	)
Change in fair value of warrant liabilities	Change in fair value of warrant liabilities		333,750			-				333,750
Interest income on cash and marketable securities held in Trust Account			435,437			(435,437	)	5(f)		-
	Interest expense, net					435,437		5(f)		435,437
Net income/(loss)	Net income/(loss)		119,065			-				119,065

(d) the Company’s material failure to comply with any of its material obligations under the Purchase Agreement and such failure continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding has been received by the Company;

	5(e)	Represents the reclassification of “Formation and operating costs” on Roth’s statement of profit or loss into “Selling, general, and administrative expenses” to conform to SharonAI’s statement of operations presentation.
	5(f)	Represents the reclassification of “Interest income on cash and marketable securities held in Trust Account” on Roth’s statement of profit or loss into “Interest income, net” to conform to SharonAI’s statement of operations presentation.

(e) the Company’s failure to issue a Fundamental Change Repurchase Notice or certain notices with respect to certain corporate events;

66(f) the Company’s failure to perform any other covenant required by the Company in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically addressed in clauses (a) through (e) above) and such failure continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding has been received by the Company;

(g) any indebtedness for money borrowed by, or any other payment obligation of, the Company or any of its Subsidiaries that is a Significant Subsidiary of the Company (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company, in an outstanding principal amount, individually or in the aggregate, in excess of $7.5 million (or its foreign currency equivalent at the time) (i) is not paid at final maturity, upon required repurchase, upon redemption or when otherwise due (except upon acceleration that does not result from such a failure to pay), or (ii) is accelerated or otherwise declared due and payable, unless, in the case of clause (ii), such indebtedness is discharged or the acceleration is cured, waived or rescinded within 30 days of the date on which such indebtedness was accelerated or was declared due and payable;

(h) the Company or any of its Subsidiaries that is a Significant Subsidiary of the Company (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company, fails to pay one or more final and non-appealable judgments entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $7.5 million, provided that, no Event of Default will be deemed to occur under this clause (h) if such judgments are paid, discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(i) the Company or any of its Significant Subsidiaries (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company (i) commences a voluntary case or other proceeding seeking the liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of the Company’s or such Significant Subsidiary of the Company’s property, (iii) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, (iv) makes a general assignment for the benefit of creditors, or (v) fails generally to pay its debts as they become due; or

(j) an involuntary case or other proceeding is commenced against the Company or any of its Significant Subsidiaries (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company (i) seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary of the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days.

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~~Note~~Acceleration; Rescission 6and ~~- Pro Forma Adjustments for DSS Acquisition~~Annulment

~~Certain~~If an ~~transaction~~Event ~~accounting~~of ~~adjustments~~Default ~~have~~(other ~~been~~than ~~made~~an inEvent ~~the~~of ~~historical~~Default ~~presentation~~specified ofin ~~SharonAI’s~~clauses ~~statement~~(i) ofor ~~operations~~(j) ~~for~~above with respect to the ~~year~~Company) ~~ended~~occurs ~~December~~and 31is continuing, ~~2024~~either tothe ~~present~~Trustee or the ~~effects~~Holders of ~~the~~at ~~DSS~~least ~~Acquisition.~~25% ~~SharonAI~~in ~~(as~~aggregate ~~adjusted)~~principal ~~presented~~amount inof the ~~combined~~Notes ~~statements~~then ofOutstanding ~~operations~~may ~~for~~declare 100% of the ~~year~~principal ~~ended~~of, ~~December~~premium, 31if any, ~~2024~~and ~~reflects~~accrued and unpaid interest, if any, on all the ~~effects~~Notes then Outstanding to be due and payable immediately. If an Event of Default specified in clause (i) or (j) above with respect to the ~~DSS~~Company ~~Acquisition~~occurs, as100% ifof the ~~acquisition~~principal ~~had~~of, premium, ~~been~~if ~~consummated~~any, onand ~~January~~accrued 1and unpaid interest, ~~2024~~if any, ~~the~~on ~~beginning~~all ofNotes ~~the~~shall ~~earliest~~automatically ~~period~~become ~~presented~~immediately due and payable.

The Required ~~results~~Holders ofmay, ~~DSS~~under ~~are~~certain ~~included in the historical financial information of SharonAI from July 1~~circumstances, ~~2024.~~rescind ~~Accordingly,~~and noannul ~~adjustments have been made to~~ the ~~historical~~declaration ~~financial~~of ~~information~~acceleration ~~for~~and ~~SharonAI~~waive asall ~~presented~~Defaults inand ~~the unaudited pro forma combined balance sheet as~~ Events of ~~June~~Default ~~30,~~(other ~~2025~~than ~~for~~certain ~~the~~payment ~~DSS~~defaults ~~Acquisition.~~and ~~Adjustments~~conversion ~~have~~defaults) ~~been~~by ~~made~~written notice to the ~~historical~~Company ~~financial~~and ~~information for SharonAI as presented in~~ the ~~unaudited pro forma combined statement of operations for the year ended December 31, 2024 to include the results of DSS from January 1, 2024 to June 30, 2024~~Trustee.

~~The adjustments to reflect the effects~~ Waiver of ~~the~~Past ~~DSS Acquisition on SharonAI’s historical audited consolidated statement of operations for the year ended December 31, 2024 are summarized as follows.~~Defaults

	Historical			DSS			DSS Acquisition Transaction
	SharonAI As Reported			As Reclassified (Note 7)			Accounting Adjustments			Note	SharonAI As Adjusted
Revenue		438,292			732,631							1,170,923
Cost of revenue		(719,993	)		(754,402	)						(1,474,395	)
Gross loss		(281,701	)		(21,771	)		-				(303,472	)
Shared based compensation		(253,728	)		(3,013,167	)						(3,266,895	)
Selling, general, and administrative expenses		(2,368,745	)		(502,221	)		(550,000	)	6(a)		(3,420,966	)
Other expenses		(2,047,133	)		(154,595	)						(2,201,728	)
Loss from operations		(4,951,307	)		(3,691,754	)		(550,000	)			(9,193,061	)
Change in fair value of digital assets		157,923			442,500							600,423
Other income		921,322			351,633							1,272,955
Interest expense, net		(19,028	)		(128,455	)						(147,483	)
Loss before income taxes		(3,891,090	)		(3,026,076	)		(550,000	)			(7,467,166	)
Income tax expense		(32,908	)		(41,169	)		-		6(b)		(74,077	)
Net income/(loss)		(3,923,998	)		(3,067,245	)		(550,000	)			(7,541,243	)
Net loss attributable to noncontrolling interest		(18,717	)		-							(18,717	)
Net loss attributable to SharonAI Inc.		(3,905,281	)		(3,067,245	)		(550,000	)			(7,522,526	)

The Required Holders, by written notice to the Company and to the Trustee, may waive any Default or Event of Default (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal of, or any interest on, any Notes, (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period, or (c) the Company’s failure to comply with any provision of the Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and rescind any acceleration resulting from such Default or Event of Default and its consequences.

6(a) Reflects the incremental amortization expense related to the intangible assets acquired by SharonAI for the period from January 1, 2024 to June 30, 2024. Amortization is calculated assuming a straight-line method of amortization based Limitation on ~~the~~Suits; ~~estimated~~Rights ~~fair value and useful lives~~ of ~~each~~Holders ~~intangible asset as of the closing of the DSS Acquisition. The intangible asset acquired by SharonAI include the technology and was determined~~ to ~~have~~Receive ~~weighted average useful lives of approximately 2 years. The following summarizes the pro forma adjustment to record the incremental amortization expense resulting from SharonAI’s acquisition of DSS.~~Payment

			Period from January 1, 2024 to June 30, 2024
	Selling, general, and administrative expenses			(550,000	)

Except with respect to the rights referred to below, no Holder may institute any proceeding under the Indenture, or for the appointment of a receiver or Trustee, or for any other remedy under the Indenture or with respect to the Notes unless:

6(bi) such ~~Reflects~~Holder ~~the~~has ~~estimated~~previously ~~income~~delivered ~~tax~~to ~~impact of~~ the ~~pro~~Trustee ~~forma~~written ~~transaction~~notice ~~accounting~~that ~~adjustments~~an ~~for~~Event ~~the DSS Acquisition as described herein, using the statutory tax rate in the United States~~ of ~~21%,~~Default ~~net~~is ~~of valuation allowances.~~continuing;

67(ii) Holders of at least 25% in aggregate principal amount of the Notes then Outstanding deliver a written request to the Trustee requesting the Trustee to pursue such remedy and have offered (and if requested, provided) indemnity satisfactory to the Trustee to institute such proceeding as Trustee;

(iv) the Trustee does not comply with such request within 60 calendar days after its receipt of such request and such offer of security or indemnity; and

(v) during such 60 calendar day period, Holders of a majority in aggregate principal amount of the Notes then Outstanding do not deliver to the Trustee a direction that is inconsistent with such request.

Notwithstanding the foregoing, the right of each Holder of a Note to receive payment or delivery, as applicable, of the principal of, or the Fundamental Change Repurchase Price for, or any interest on, or the consideration due upon conversion of, such Note on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment or delivery on or after such respective due dates, will not be impaired or affected without the consent of such Holder.

Holders of a majority in aggregate principal amount of the Notes then Outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, subject to the terms of the Indenture.

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~~Note~~Amendment, Supplement 7and ~~- DSS Reclassifications Adjustments~~Waiver

~~For~~Without Consent ~~purposes~~ of preparing SharonAI (as adjusted), presented in the pro forma combined statement of operations for the year ended December 31, 2024, certain reclassifications have been made to confirm the historical presentation of DSS’s statement of profit or loss to conform to the historical presentation of SharonAI’s statement of operations used in the unaudited pro forma combined statement of operations.Holders

~~The~~Without the ~~following~~consent ~~sets~~of ~~forth~~any Holder, the ~~pre-acquisition~~Company ~~adjustments~~(when ~~and~~authorized ~~reclassifications~~by ~~made~~a toBoard ~~conform~~Resolution), ~~DSS’s~~any ~~statement~~Subsidiary ofGuarantor ~~profit~~and orthe ~~presentation~~Trustee tomay ~~SharonAI’s~~enter ~~statement~~into one ofor ~~operations~~more ~~presentation~~indentures ~~for~~supplemental to the ~~year~~Indenture ~~ended~~for ~~December~~any ~~31,~~of ~~2024~~the following purposes:

		Period from January 1, 2024 to June 30, 2024
DSS caption	SharonAI caption	DSS As Reported			Reclassification Adjustments			Note	DSS As Reclassified
Revenue	Revenue		732,631			-				732,631
Cost of revenue	Cost of revenue		(754,402	)		-				(754,402	)
Gross profit/(loss)	Gross loss		(21,771	)		-				(21,771	)
Shared based compensation	Shared based compensation		(3,013,167	)		-				(3,013,167	)
Selling, general, and administrative expenses	Selling, general, and administrative expenses		(502,221	)		-				(502,221	)
Other expenses	Other expenses		(154,595	)		-				(154,595	)
Profit/(Loss) from operations	Loss from operations		(3,691,754	)		-				(3,691,754	)
Gain on sale of intangible assets			73,425			(73,425	)	7(a)		-
	Other income					73,425		7(a)		73,425
Fair value gain on revaluation of digital assets			442,500			(442,500	)	7(b)		-
	Change in fair value of digital assets					442,500		7(b)		442,500
Other income	Other income		278,208			-				278,208
Interest expense, net	Interest expense, net		(128,455	)		-				(128,455	)
Profit/(Loss) before income taxes	Loss before income taxes		(3,026,076	)		-				(3,026,076	)
Income tax expense	Income tax expense		(41,169	)		-				(41,169	)
Net income/(loss)	Net loss		(3,067,245	)		-				(3,067,245	)

(a) to cure any ambiguity, omission, defect or inconsistency in the Indenture, the Subsidiary Guarantees or the Notes;

	7(a)	Represents the reclassification of “Gain on sale of intangible assets” on DSS’s statement of profit or loss into “Other income” to conform to SharonAI’s statement of operations presentation.
	7(b)	Represents the reclassification of “Fair value gain on revaluation of digital assets” on DSS’s statement of profit or loss into “Change in fair value of digital assets” to conform to SharonAI’s statement of operations presentation.

(b) to evidence the succession by a Successor Company or by a Subsidiary Guarantor Successor Company and to provide for the assumption of the Company’s or such Subsidiary Guarantor’s obligations;

68(c) to add guarantees or guarantors, including additional Subsidiary Guarantors, with respect to the Notes;

(d) to add to the Company’s or a Subsidiary Guarantor’s covenants such further covenants, restrictions or conditions for the benefit of the Holders or surrender any right or power conferred upon the Company;

(e) to make any change that does not adversely affect the rights of any Holder; or

(f) upon the occurrence of a Merger Event, solely to provide that the Notes are convertible into Reference Property and to effect the related changes to the terms of the Notes.

With Consent of Holders

With the consent of the Required Holders, the Company, any Subsidiary Guarantor and the Trustee may amend the Notes or enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the stated Maturity Date of the principal of or any interest on the Notes;

(b) reduce the principal amount of or interest on the Notes;

(d) change the place or currency of payment of principal of or interest on any Note;

(e) reduce the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be repurchased by the Company;

(f) impair the right of any Holder to receive payment of principal of and interest on its Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on, or with respect to, such Holder’s Notes;

(g) modify the provisions with respect to the repurchase rights of Holders as described under the caption “— Repurchase at the Option of Holders Upon a Fundamental Change” in a manner adverse to Holders or the provisions with respect to Forced Conversion rights of the Company;

(h) modify the ranking provisions of the Indenture;

(i) modify the Subsidiary Guarantees in any manner adverse to the Holders of the Notes;

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~~MANAGEMENT’S~~(j) make ~~DISCUSSION~~any ~~AND~~change ~~ANALYSIS~~that OFimpairs or adversely affects the right of Holders to convert their Notes; or

~~FINANCIAL~~(k) make ~~CONDITION~~any ~~AND~~change ~~RESULTS~~to OFthe ~~OPERATIONS~~provisions OFof ~~ROTH~~Article CH8 of the Indenture which require each Holder’s consent or in the waiver provisions in Section 6.04 of the Indenture except to increase the percentage required for modification, amendment or waiver or to provide for consent of each affected Holder of Outstanding Notes.

~~References to “Roth,” “our,” “us” or “we” refer to Roth CH Acquisition Co. The following discussion~~ Satisfaction and ~~analysis of Roth’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this prospectus.~~Discharge

~~Overview~~The Indenture will cease to be of further effect when (a) the Company delivers to the Registrar for cancellation all Notes theretofore authenticated and not theretofore cancelled, or (b) all the Notes not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company or any Subsidiary Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Class A Ordinary Common Stock to satisfy the Company’s obligations with respect to outstanding conversions) sufficient to pay all amounts due on all of such Notes, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or any Subsidiary Guarantor shall have paid or caused to be paid all other sums payable under the Indenture. For the avoidance of doubt, upon the satisfaction and discharge of the Indenture, the Holders of the Notes shall no longer have the right to convert their Notes and shall only be entitled to the payments of funds deposited with the Trustee, in trust.

WeIf the ~~are~~Trustee aor ~~blank~~the ~~check~~Paying ~~company~~Agent ~~incorporated~~is onunable ~~April 20,~~to ~~2021~~apply ~~under~~any ~~the~~monies ~~name~~in ~~“TKB~~accordance ~~Critical~~with ~~Technologies~~the ~~1”,~~Indenture asby areason ~~Cayman~~of ~~Islands~~any ~~exempted~~order ~~company~~or ~~for~~judgment ~~the~~of any ~~purpose~~court ofor ~~effecting~~governmental aauthority ~~merger~~enjoining, ~~capital~~restraining ~~stock~~or ~~exchange,~~otherwise ~~asset~~prohibiting ~~acquisition~~such application, ~~stock~~the ~~purchase,~~Company’s ~~reorganization,~~obligations under orthe ~~similar~~Indenture ~~business~~and ~~combination~~the ~~with~~Notes ~~one~~shall orbe ~~more~~revived ~~businesses,~~and ~~which~~reinstated weas ~~refer~~though no deposit had occurred pursuant to ~~throughout~~the ~~this~~satisfaction ~~Annual~~and discharge ~~Report~~provisions until such time as ~~our~~the ~~initial~~Trustee ~~business~~or ~~combination.~~the ~~Effective~~Paying ~~September 7~~Agent is permitted to apply all such amounts in accordance with the Indenture; provided, ~~2023~~however, ~~shareholders~~that ~~approved~~if athe ~~change~~Company makes any payment of interest on, principal of or delivery in respect of any Note following the reinstatement of its obligations, the Company’s ~~name~~shall be subrogated to ~~Roth~~the CHrights ~~Acquisition~~of Cothe Holders of such Notes to receive such payment from the monies held by the Trustee or Paying Agent.

~~Recent~~Concerning the ~~Developments – Business Combination Agreement~~Trustee

OnU.S. ~~January 28,~~Bank ~~2025,~~Trust ~~the~~ Company, ~~entered~~National ~~into~~Association aserves ~~Business Combination Agreement (~~as ~~it may be amended~~Trustee, ~~supplemented~~Conversion ~~or otherwise modified from time to time~~Agent, ~~the~~Registrar ~~“Business~~and ~~Combination~~Paying ~~Agreement”),~~Agent byfor ~~and among~~ the ~~Company, Roth CH Holdings, Inc~~Notes., aThe ~~Delaware~~Trustee’s ~~corporation~~Corporate ~~and~~Trust aOffice ~~direct,~~is ~~wholly~~located ~~owned~~at ~~subsidiary~~60 ofLivingston ~~the Company (the “Domestication Sub”)~~Avenue, ~~Roth CH Merger Sub, Inc~~St.~~, a~~ ~~Delaware corporation and a direct~~Paul, ~~wholly~~MN ~~owned subsidiary of the Company (“Merger Sub”)~~55107, ~~and~~Attn: SharonAI ~~Inc.,~~Holdings aNotes ~~Delaware corporation (“SharonAI Inc~~Administrator.”). On May 23, 2025, the parties to the Business Combination Agreement entered into an Amendment to the Business Combination Agreement, pursuant to which the Outside Date was extended to October 31, 2025, and then on October 14, 2025, the parties entered into a Second Amendment to the Business Combination Agreement, pursuant to which the Outside Date was extended to December 31, 2025. The Business Combination Agreement and the Amendment are attached to this prospectus as Exhibits 2.1, 2.2 and 2.3.

~~SharonAI~~The Trustee ~~Inc.~~will isnot abe ~~holding~~under ~~company~~any ~~formed~~duty or responsibility to ~~acquire~~any ~~various~~Holder ~~assets~~of ~~focused~~Notes onto determine or incalculate the ~~high~~Conversion ~~performance~~Rate ~~computing~~ (~~“HPC”)~~or ~~industry~~any adjustment thereto), ~~specifically~~to ~~the~~determine ~~artificial~~whether ~~intelligence~~any ~~field~~facts exist which may require any adjustment of ~~technology~~the Conversion Rate, ~~and~~or onto confirm the ~~acquisition~~accuracy of any ~~the~~such ~~infrastructure~~adjustment ~~and~~when ~~technology~~made. ~~associated~~The ~~with~~Trustee ~~the~~shall ~~development~~not ~~and~~be ~~delivery~~responsible for any failure of ~~HPC~~the ~~services~~Company to ~~users~~issue, ~~and~~transfer ~~applications~~or ~~which~~deliver ~~require~~any shares ~~both~~of ~~large~~Class ~~amounts~~A Ordinary Common Stock or other securities or property or cash upon the surrender of ~~graphic~~any ~~processing~~Notes ~~units~~for ~~and~~the ~~central~~purpose ~~processing~~of ~~units~~conversion or ~~combined~~to comply with ~~expertise~~any of the duties, responsibilities or covenants of the Company contained in ~~data~~Article ~~storage~~4 of the Indenture.

The Business Combination Agreement provided that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):Calculations

~~(1)~~Except as Onotherwise ~~December~~provided ~~16,~~in ~~2026~~the Indenture, the Company ~~continued out~~will ofbe ~~the~~responsible ~~Cayman~~for ~~Islands~~making ~~and~~all ~~into~~calculations ~~the~~called ~~State~~for ofunder ~~Delaware~~the soIndenture asor the toNotes, ~~re-domicile~~including asdeterminations ~~and become a Delaware corporation by means~~ of ~~a merger (~~the ~~“Domestication~~Closing ~~Merger”)~~Sale Prices of the ~~Company~~Class ~~with~~A ~~and~~Ordinary ~~into~~Common ~~Domestication Sub~~Stock, ~~with~~ the ~~Domestication~~Daily ~~Sub~~VWAP, asaccrued ~~the surviving~~interest ~~company~~payable (on the ~~“Domesticated~~Notes, ~~Parent”)~~Additional ~~pursuant~~Interest topayable on the ~~Companies~~Notes, ~~Act~~the ~~(As~~Conversion ~~Revised)~~Rate, of the ~~Cayman~~Settlement ~~Islands~~Amount, ~~and~~ the ~~applicable provisions~~Fundamental ofChange ~~the~~Repurchase Price ~~Delaware~~and ~~General~~any ~~Corporation~~other ~~Law,~~amounts aspayable ~~amended.~~under ~~Upon~~ the ~~Domestication~~Indenture. ~~Merger,~~The ~~Domesticated~~Company ~~Parent~~will ~~changed~~make ~~its~~all ~~name~~calculations ~~to “SharonAI~~in ~~Holdings,~~good ~~Inc.”,~~faith and, ~~thereafter~~absent ~~(2)~~manifest ~~(a)~~error, its ~~the~~calculations ~~Merger~~will ~~Sub~~be ~~merged~~final ~~with~~ and ~~into~~binding ~~SharonAI,~~on ~~(b)~~all ~~the~~Holders. ~~separate~~The ~~corporate existence~~Company ofwill ~~Merger~~provide ~~Sub~~a ~~ceased,~~schedule ~~and~~of ~~SharonAI~~its ~~shall~~calculations beto the ~~Surviving~~Trustee ~~Corporation,~~ and ~~(c)~~ the ~~Surviving~~Conversion ~~Corporation~~Agent, ~~became~~and awill ~~wholly-owned Subsidiary~~forward ofsuch ~~the~~calculations ~~Domesticated~~to ~~Parent~~any ~~(the~~Holder ~~“Acquisition~~upon ~~Merger”)~~written request.

The Aggregate Merger Consideration was approximately 11,216,713 shares of Common Stock of the Domesticated Parent to be issued at the closing of the Business Combination. Completion of the Business Combination is subject to the satisfaction or waiver, where permissible, of various conditions to closing.-67-

The Business Combination was consummated on December 17, 2025.

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~~Issuance~~No Personal Liability of ~~Class~~Directors, AOfficers, ~~Ordinary~~Employees ~~Common~~and ~~Stock~~Stockholders

OnNo director, ~~December 17~~officer, ~~2025~~employee, weincorporator ~~issued~~or ~~2,249,999~~stockholder ~~shares~~of the Company or any Subsidiary Guarantor will have any liability for any obligations of ~~Class~~the ACompany ~~Ordinary~~or ~~Common~~the ~~Stock~~Subsidiary Guarantors under the Indenture, the Notes or the Subsidiary Guarantees, or for any claim based on, in ~~consideration~~respect of, ~~cancellation~~or by reason of, ~~approximately~~such ~~$270~~obligations or their creation. By accepting any Note,~~000~~ each Holder will be deemed to waive and release all such liability, and such waiver and release are part of ~~outstanding~~the ~~indebtedness~~consideration for the issuance of the Notes.

~~Corporate History~~Notices

~~Formation and Initial Public Offering.~~The OnCompany ~~October 29,~~will ~~2021,~~send weall ~~consummated~~notices ~~our~~or ~~initial~~communications ~~public~~to ~~offering~~Holders ~~of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued~~ pursuant to the ~~underwriters’~~Indenture ~~exercise~~in ofwriting ~~their~~by ~~over-allotment~~first ~~option~~class ~~in full~~mail, atcertified ~~$10.00~~or ~~per Unit~~registered, ~~generating~~return ~~gross~~receipt ~~proceeds of $230~~requested,~~000,000.~~ ~~Each~~or ~~Unit~~by ~~consists~~overnight ofair ~~one~~courier ~~Class~~guaranteeing Anext ~~Ordinary~~day ~~Share~~delivery, ~~par~~to ~~value~~the ~~$0.0001~~Holders’ ~~per~~respective ~~share~~addresses ~~(the “Roth~~shown ~~Class~~on Athe ~~Shares”)~~register ~~and~~for ~~one-half of one warrant to purchase a Roth Class A Share (~~the ~~“Public Warrants”)~~Notes. ~~Simultaneously with~~In the ~~closing~~case of ~~our~~Global ~~initial public offering~~Notes, wethe ~~consummated~~Company ~~the~~is ~~sale~~permitted ofto ~~10,750,000~~send ~~private~~notices ~~placement~~or ~~warrants~~communications ~~(the~~to ~~“Private~~Holders pursuant ~~Warrants”)~~to atthe aApplicable ~~price~~Procedures of ~~$1.00~~DTC, ~~per~~and ~~Private~~notices ~~Warrant~~and incommunications asent ~~private~~in ~~placement~~this tomanner ~~our~~will ~~former~~be ~~sponsor,~~deemed ~~TKB~~to ~~Sponsor~~have I,been ~~LLC,~~properly ~~(the~~sent ~~“Former~~to ~~Sponsor”)~~such ~~generating~~Holders ~~proceeds~~in ~~of $10,750,000~~writing.

A total of $234,600,000 of the proceeds from the initial public offering and the sale of the Private Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).Governing Law

~~Our~~The Indenture ~~Units~~and ~~commenced~~the ~~public trading on October 27~~Notes, ~~2021~~and onany ~~the Nasdaq Stock Market LLC~~claim, ~~and~~controversy ~~our~~or ~~Roth~~dispute ~~Class~~arising Aunder ~~Shares~~or ~~and~~related ~~Public~~to ~~Warrants~~the ~~commenced~~Indenture ~~separate~~or ~~public~~the ~~trading~~Notes, onare ~~December 17~~governed by, ~~2021.~~and Onconstrued ~~April 25,~~in ~~2024~~accordance with, the ~~Company~~laws ~~voluntarily~~of ~~delisted~~the ~~its~~State ~~securities~~of ~~from~~New ~~Nasdaq~~York ~~and~~(without ~~they~~regard ~~began~~to ~~being quoted on~~ the ~~OTC~~conflicts ~~Markets.~~of ~~Our~~laws ~~Roth~~provisions ~~Class~~thereof Aother than ~~Shares~~Section ~~and~~5-1401 ~~Public~~of ~~Warrants are each quoted on~~ the ~~OTC~~General ~~Markets~~Obligations ~~under the symbols “USCTF,” and “USTWF,” respectively~~Law).

~~Securities~~Waiver ~~Transfer Agreement and Name Change. On June 25, 2023, the Company, the Former Sponsor, each independent director~~ of ~~the Company,~~Jury and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “New Sponsor”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the Former Sponsor and the former directors of the Company sold to the Buyers, an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500 Roth Class A Shares and 75,000 Roth Class B Shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, the Former Sponsor has certain continuing rights, including a right of first refusal to repurchase the Transferred Securities in certain circumstances as set forth in the Agreement and the right to invest up to 25% of certain financings. The Transaction was consummated on June 28, 2023.Trial

~~Termination~~The Indenture provides that the Company and the Trustee will irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of ~~Status~~or asrelating ato ~~SPAC~~the Indenture, the Notes or the transactions contemplated by the Indenture or the Notes.

~~The~~Submission ~~Company originally extended the time that it had~~ to complete an initial business combination by depositing an aggregate of $540,000 into the trust account for a total of nine Monthly Deposits, On April 29, 2024, the Company held an extraordinary general meeting at which shareholders approved a proposal to amend and restate the Company’s Articles of to remove the provisions applicable to special purpose acquisition companies including the requirement to redeem and cancel 100% of the Roth Class A Ordinary Shares sold in the Company’s initial public offering following distribution of the funds held in the Company’s Trust Account (the “Amendment Proposal”). The purpose of the Amendment Proposal was to remove the provisions contained in the Articles that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s Trust Account established in connection with the IPO and revise the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds remaining in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. Shareholders approved the Amendment Proposal on April 29, 2024. As a result, the Trust Account was liquidated.Jurisdiction

70The Company has irrevocably consented to the non-exclusive jurisdiction of the federal courts of the United States of America located in the City of New York and the courts of the State of New York located in the City of New York over any suit, action or proceeding arising out of or based upon the Indenture or the transactions contemplated by the Indenture. The Company has waived any objection to the laying of venue of any such suit, action or proceeding in such courts and has agreed not to plead or claim that any such suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

Certain Definitions

Set forth below are certain defined terms used in the Indenture.

“Business Day” means any day other than (x) a Saturday, (y) a Sunday or (z) a day on which state or federally chartered banking institutions in New York, New York or the place of payment are authorized or required by law, regulation or executive order to close.

“Contracted Customer Revenue” means revenues payable under customer agreements (including master services agreements, service orders, and related order forms) for GPU-as-a-Service, cloud computing, high-performance computing, or similar infrastructure services, including revenues arising under any “take-or-pay” or similar committed capacity arrangements, whether billed or unbilled.

“Conversion Price” means, in respect of each Note, as of any date, $1,000 divided by the Conversion Rate in effect on such date; provided, however, that in no event will the Conversion Price be less than $40.201 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Ordinary Common Stock).

-68-

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~~Results~~“Conversion Rate” means, initially, 20.7292 shares of ~~Operations~~Class A Ordinary Common Stock (subject to adjustment as provided in the Indenture) per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes; provided however, that in no event will the Conversion Rate, after adjustment, be more than 24.8750 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Ordinary Common Stock).

We“Daily VWAP” ~~have~~for ~~neither~~the ~~engaged~~Class inA ~~any~~Ordinary ~~operations~~Common ~~nor~~Stock ~~generated~~(or any ~~revenues~~security tothat ~~date.~~is ~~Our~~part ~~only~~of ~~activities~~the toReference ~~date~~Property), ~~were~~in ~~organizational~~respect ~~activities~~of any VWAP Trading Day, ~~those~~means ~~necessary~~the toper ~~prepare~~share ~~for~~volume-weighted average price of the ~~Initial~~Class ~~Public~~A ~~Offering~~Ordinary ~~described~~Common ~~below,~~Stock ~~and~~(or ~~subsequent~~other tosecurity) as displayed under the ~~Initial~~heading ~~Public~~“Bloomberg ~~Offering,~~VWAP” ~~identifying~~on aBloomberg ~~target~~Page ~~company~~“SHAZ ~~for~~Equity anAQR” ~~initial~~(or ~~business~~its ~~combination.~~equivalent Wesuccessor ~~will~~if such page is not ~~generate~~available, or the Bloomberg Page for any ~~operating~~security ~~revenues~~that is part of the Reference Property, if applicable) in respect of the period from the scheduled open of trading until ~~after~~the ~~completion~~scheduled close of ~~our~~trading ~~initial~~of ~~business~~the ~~combination.~~primary Wetrading ~~generate~~session ~~non~~on such VWAP Trading Day or, if such volume-~~operating~~weighted ~~income~~average inprice is unavailable (or the ~~form~~Reference Property is not a security), the market value of ~~interest~~one ~~income~~share of the Class A Ordinary Common Stock (or other Reference Property) on ~~cash~~such ~~and~~VWAP ~~cash~~Trading ~~equivalents.~~Day ~~Our~~as ~~expenses~~determined ~~have~~in ~~increased~~good ~~substantially~~faith ~~after~~by the ~~closing~~Board of ~~our~~Directors or ~~initial~~a ~~public~~duly ~~offering~~authorized ascommittee thereof in a ~~result~~commercially ofreasonable ~~being~~manner, using a ~~public~~volume-weighted ~~company~~average ~~(for~~price ~~legal,~~method ~~financial~~(unless ~~reporting,~~the Reference ~~accounting~~Property ~~and~~is ~~auditing~~not ~~compliance~~a security),. asThe ~~well~~Daily asVWAP ~~for~~will ~~due~~be ~~diligence~~determined ~~expenses~~without regard to after-hours trading or any other trading outside the regular trading session.

~~For~~“Depositary” means ~~the~~The ~~nine-months~~Depository ~~ended~~Trust ~~September 30, 2025~~Company.

~~For~~“Excluded Subsidiary” ~~the~~shall ~~three months ended September 30, 2025, we had net loss of $707,953 which consists of the change in fair value of warrant liabilities of $467,250 and operational costs of $240,703.~~mean

~~For~~(i) SPV ~~the nine months ended September 30, 2025, we had net loss of $2,058,473 which consists of the change in fair value of warrant liabilities of $1,112,500 and operational costs of $945,973.~~Subsidiary;

~~For~~(ii) each ~~the~~Immaterial ~~three months ended September 30, 2024, we had net loss of $59,858 which consists of operational costs.~~Subsidiary;

~~For~~(iii) any ~~the~~Subsidiary ~~nine~~for ~~months~~which ~~ended~~general ~~September 30,~~statutory ~~2024~~limitations, wefinancial ~~had~~assistance, ~~net~~fiduciary ~~income~~duties, ofcorporate ~~$450~~benefit,~~355~~ ~~which~~fraudulent ~~consists~~preference, illegality, ofcriminal ~~interest~~or ~~earned~~personal onliability, ~~marketable~~capital ~~securities~~maintenance ~~held~~rules ~~in the Trust Account of $435,437~~ and ~~the~~analogous ~~change~~principles inrestrict ~~fair~~such ~~value~~Subsidiary offrom ~~warrant~~providing a ~~liabilities~~Subsidiary ofGuarantee; ~~$529,550, offset by operational costs of $514,632.~~and

~~For~~(iv) any Subsidiary for which the ~~year~~provision ~~ended~~of ~~December 31~~a Subsidiary Guarantee: (A) would be prohibited or restricted by any applicable governmental authority, ~~2024~~applicable law or regulation or analogous restriction or contract (including (1) any requirement to obtain the consent, approval, license or authorization of any governmental authority or third party, unless such consent, approval, license or authorization has been received and (2) any restriction or requirement contained in any organizational documents to comply with local jurisdictional requirements or customs); (B) would result in material adverse tax consequences as reasonably determined by the Company; or (C) would result in a risk to the officers or directors (or equivalent) of such Subsidiary of personal, civil or criminal liability.

~~For~~“Exempt Issuance” means (i) the ~~year~~Company’s ~~ended~~issuance ~~December 31~~of any securities as full or partial consideration in connection with a strategic merger, ~~2024~~acquisition, weconsolidation ~~had~~or ~~net~~purchase ~~income~~of all or substantially all of ~~$119~~the securities or assets of a corporation or other entity; (ii) the Company’s issuance or grant of shares of Class A Ordinary Common Stock or options to purchase shares of Class A Ordinary Common Stock to employees,~~065~~ ~~which~~directors ~~consists~~or consultants of ~~interest~~the ~~earned~~Company onor ~~marketable~~any of its Subsidiaries, pursuant to plans that have been approved by a majority of the independent members of the Board of Directors or that exist as of the Issue Date; (iii) the Company’s issuance of securities ~~held~~upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of Class A Ordinary Common Stock and are outstanding as of the Issue Date, provided that such exercise, exchange or conversion is effected pursuant to the exercise, exchange or conversion terms of such securities as set forth in the ~~Trust~~agreements ~~Account~~or instruments governing such securities as in effect on the Issue Date and without giving effect to any amendments to such terms made after the Issue Date; (iv) the Company’s issuance of ~~$435~~securities pursuant to any equipment loan or leasing arrangement,~~437~~ real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested members of the Board of Directors; (v) the Company’s issuance of the Notes and any shares of Class A Ordinary Common Stock upon conversion of the ~~change~~Notes; (vi) the Company’s issuance of shares of Class A Ordinary Common Stock in ~~fair~~exchange ~~value~~for shares of ~~warrant~~the ~~liabilities~~Class B Super Common Stock; (vii) the Company’s issuance of any securities in connection with the initial issuance and sale of CHESS Depository Interests (“CDIs”) and the initial quotation of the Company’s CDIs on the Australian Securities Exchange; provided, that the sale price of such CDIs is at least $~~333~~30.00 (calculated using the Bloomberg FX rate for Australian Dollars to U.S. dollars at 5:00 p.m. ET on the date the agreement to sell such CDIs is entered into); and (viii) the issuance of up to $25,~~750~~000,000 ~~partially~~of ~~offset~~securities, byand ~~operational~~the ~~costs~~issuance of ~~$650~~securities upon the exercise,~~122~~ exchange or conversion of such securities, to a strategic transaction partner with whom the Company has a commercial relationship, or its affiliates, as a subscription or investment.

~~Liquidity, Capital Resources and Going Concern~~ -69-

For the nine months ended September 30, 2025, net cash used in operating activities was $318,879. Net loss of $2,058,473 was adjusted by a $1,112,500 change in fair value of warrant liabilities. Changes in operating assets and liabilities provided $627,094 of cash for operating activities.

For the year ended December 31, 2024, net cash used in operating activities was $353,921. Net income of $119,065 was adjusted by $435,437 of interest income on marketable securities held in trust and a $333,750 change in fair value of warrant liabilities. Changes in operating assets and liabilities provided $296,201 of cash for operating activities.

As of September 30, 2025, we had cash of $16,083. We intend to use the funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

As of December 31, 2024, we had cash of $6,738. We intend to use the funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

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~~On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate of $1,000,000 (the~~ “~~2023~~GPU ~~Promissory Note~~Equipment”). ~~The~~means ~~2023~~graphics ~~Promissory~~processing ~~Note~~units, isservers ~~non-interest~~housing ~~bearing~~such ~~and payable upon the earlier of the date on which the Company consummates an initial business combination~~units, ~~the~~networking ~~liquidation of the Company~~equipment, orstorage ~~October 29~~systems, ~~2024.~~cooling ~~The~~infrastructure (including ~~Note~~liquid ~~does~~cooling ~~not~~systems), ~~bear~~and any ~~interest. On~~other ~~August 8,~~ancillary ~~2024,~~equipment ~~the~~used ~~Company~~in ~~amended~~connection ~~the~~with ~~terms of~~ the ~~2023 Promissory Note to increase the aggregate principal amount that may be borrowed to $2,000,000 and to extend the maturity to June 30, 2025~~foregoing.

On“GPU ~~January 24,~~Value” ~~2025~~means, ~~the~~as ~~Company~~of ~~amended~~any ~~and~~date ~~restated~~of ~~its~~determination, ~~2023~~the ~~promissory~~sum ~~note~~across (the ~~“Convertible~~Company ~~Note”)~~and inall ~~favor of~~SPV ~~certain~~Subsidiaries ~~shareholders~~and ofany ~~the~~other ~~Company~~consolidated or tocontrolled ~~permit~~entity ~~its~~holding ~~conversion~~GPU ~~into~~Equipment ~~Class~~(whether Aowned ~~ordinary~~or ~~shares~~subject ofto ~~Company,~~finance atleases ~~any~~or ~~time,~~similar atfinancing ~~the~~arrangements), ~~option~~ of the ~~representative~~ lesser of (A) the ~~noteholders~~net ~~based~~book ~~upon~~value ~~the~~of ~~current~~such ~~trading~~GPU ~~price.~~Equipment ~~Subsequent~~(calculated tousing ~~the~~a ~~execution~~useful life of ~~the~~seventy-two ~~Convertible~~(72) ~~Note,~~months on ~~January 24,~~a straight-line ~~2025~~basis, ~~the~~without ~~representative~~regard ~~provided~~to ~~notice~~the ~~that~~Company’s itGAAP ~~intended~~depreciation topolicy ~~convert~~or ~~the~~any ~~existing~~impairment ~~principal~~charges), ~~balance~~or of(B) the ~~Convertible~~fair ~~Note~~market invalue ~~the~~of ~~amount~~such ofGPU ~~$1,181,000~~Equipment ~~into~~as ~~39,366,667~~determined ~~Class~~by Aan ~~ordinary~~Independent ~~shares of the Company~~Appraiser.

We“Holdco Cash” ~~expect~~means, ~~that~~as weof ~~will~~any ~~need~~date toof ~~raise~~determination, ~~additional funds in order to meet~~ the ~~expenditures~~aggregate ~~required~~unrestricted ~~for~~cash ~~operating~~and ~~our~~Cash ~~business~~Equivalents ~~prior~~held toby ~~our~~the ~~initial~~Company ~~business~~and any ~~combination.~~Subsidiary Wethat ~~expect~~is tonot ~~incur~~an ~~significant~~SPV ~~costs~~Subsidiary, ~~related~~subject to ~~identifying~~certain aexclusions ~~target~~set ~~business,~~forth ~~undertaking~~ in~~-depth~~ ~~due~~the ~~diligence~~Indenture ~~and~~(including ~~negotiating~~cash anheld ~~initial~~in ~~business~~escrow, pledged ~~combination. These conditions raise substantial doubt about the Company’s ability to continue~~ as acollateral, ~~going~~held ~~concern~~ for athe ~~period~~benefit of ~~time~~customers ~~within~~under ~~one year from the date that the condensed financial statements are issued. In order to fund working capital deficiencies~~ take-or-pay ~~finance~~contracts, ~~transaction~~held ~~costs~~ in ~~connection~~jurisdictions with anmaterial ~~intended initial business combination~~repatriation restrictions, ~~our~~minimum ~~sponsor~~operating orbalances anrequired ~~affiliate of our sponsor or certain of our officers and directors may, but are not obligated~~ to, ~~loan us funds as may~~ be ~~required. If we complete our initial business combination~~maintained, weand ~~will~~cash ~~repay~~held ~~such~~at ~~loaned amounts. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor~~ or anby ~~affiliate~~any ofSPV ~~our sponsor as we do not believe third parties will be willing to loan such funds~~Subsidiary).

~~The Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (~~“~~ASC~~Holdco Coverage Amount”) ~~Topic 205-40~~means, ~~“Basis~~as of ~~Presentation~~any –date ~~Going~~of ~~Concern”.~~determination, ~~Management~~(x) ~~has~~GPU ~~determined~~Value ~~that~~plus ~~the~~(y) ~~liquidity~~Holdco ~~condition~~Cash ~~raises~~minus ~~substantial~~(z) ~~doubt about~~ the ~~Company’s~~aggregate ~~ability~~outstanding principal toamount ~~continue~~of asall aSecured ~~going~~GPU ~~concern~~Debt. ~~No adjustments have been made to the carrying amounts of assets or liabilities.~~

~~Off~~“Holdco Debt” means all Indebtedness of the Company and any Subsidiary that is not an SPV Subsidiary, including without limitation the Notes and any other Indebtedness issued under the Indenture, all other bonds, notes, debentures, credit facilities, term loans or debt securities, all guarantees by the Company or any non-~~Balance~~SPV ~~Sheet~~Subsidiary ~~Financing~~of ~~Arrangements~~any Indebtedness of a third party, all obligations under revenue share, royalty, forward sale or revenue purchase arrangements, all Disqualified Capital Stock and mandatorily redeemable preferred equity, all Customer Prepayments received to the extent the related services have not yet been performed, all finance lease obligations and sale-leaseback obligations, and all Indebtedness described in the foregoing incurred by or through any Person in which the Company or any non-SPV Subsidiary holds any direct or indirect equity, economic, contractual or beneficial interest or over which the Company or any non-SPV Subsidiary exercises control.

We“Indebtedness” means ~~have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements~~ as ofto ~~June 30,~~any ~~2025.~~Person Weat doa ~~not~~particular ~~participate in transactions that create relationships with unconsolidated entities or financial partnerships~~time, ~~often~~without ~~referred to as variable interest entities~~duplication, ~~which~~all ~~would~~of ~~have been established for~~ the ~~purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements~~following, ~~established~~whether ~~any special purpose entities, guaranteed any debt~~ or ~~commitments~~not ofincluded ~~other~~as ~~entities,~~indebtedness or ~~purchased~~liabilities in ~~any~~accordance ~~non-financial~~with ~~assets.~~ GAAP:

~~Contractual~~(i) all ~~Obligations~~indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

We(ii) the domaximum ~~not~~amount ~~have~~(after giving effect to any ~~long-term~~prior ~~debt~~drawings ~~obligations,~~or ~~capital~~reductions ~~lease~~which ~~obligations~~may have been reimbursed) available under all letters of credit (including standby and commercial), ~~operating~~bankers’ ~~lease~~acceptances, ~~obligations~~bank guaranties, ~~purchase~~surety ~~obligations~~bonds, performance bonds and similar instruments issued or ~~other~~created ~~long-term~~by ~~liabilities,~~or ~~other~~for ~~than~~the ~~described~~account ~~below.~~of such Person;

~~Critical~~(iii) all ~~Accounting~~obligations ~~Policies~~of such Person to pay the deferred purchase price of property or services, including earn-out obligations (other than (A) trade accounts payable in the ordinary course of business and (B) to the extent such obligation is not due at any time prior to the date that is six months after the Maturity Date, any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Significant estimates include the fair value of warrant liabilities, which requires a Black-~~Scholes model to fair value the warrants. We have identified the following critical accounting policies:~~70-

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~~Warrant~~(iv) indebtedness ~~Liabilities~~(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (~~“ASC 480”~~v) on ~~and~~any ~~ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480~~date, ~~meet~~in ~~the~~respect ~~definition~~ of aany ~~liability~~Capitalized ~~pursuant~~Leases ~~to ASC 480, and whether the warrants meet all~~ of ~~the~~any ~~requirements from equity classification under ASC 815~~Person, ~~including whether~~ the ~~warrants~~capitalized ~~are~~amount ~~indexed~~thereof tothat ~~the~~would ~~Company’s~~appear ~~own~~on ~~ordinary~~a ~~shares,~~balance ~~among other conditions for equity classification. This assessment, which requires the use~~ sheet of ~~professional~~such ~~judgment,~~Person isprepared ~~conducted at the time of warrant issuance and~~ as of ~~each~~such ~~subsequent quarterly period end~~ date ~~while~~in ~~the~~accordance ~~warrants~~with ~~are outstanding.~~GAAP;

~~For issued or modified warrants that meet~~ (vi) all ofobligations ~~the criteria for equity classification, the warrants are required to be recorded as a component~~ of ~~additional~~such ~~paid-in~~Person capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in ~~the~~respect ~~estimated fair value~~ of ~~the~~Disqualified ~~warrants~~Capital ~~are~~Stock; ~~recognized as a non-cash gain or loss on the statements of operations. See Note 7 to the Notes to Financial Statements for the valuation methodology of warrants.~~and

~~Recent~~(vii) all ~~Accounting~~Guarantee ~~Standards~~Obligations of such Person in respect of any of the foregoing;

~~Recently~~provided, that ~~Adopted~~Indebtedness ~~Accounting~~shall ~~Pronouncements~~not include (A) prepaid or deferred revenue arising in the ordinary course of business, (B) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset and (C) endorsements of checks or drafts arising in the ordinary course of business.

In“Lien” ~~November 2023,~~shall ~~the~~mean ~~FASB~~any ~~issued~~mortgage, ~~ASU~~pledge, ~~No.~~security ~~2023-07~~interest, ~~Segment~~hypothecation, ~~Reporting-Improvements~~assignment tofor ~~Reportable~~collateral ~~Segment~~purposes, ~~Disclosures~~lien (~~Topic~~statutory ~~280~~or other) ~~(“ASU~~or similar ~~2023-07”)~~encumbrance, ~~which~~and ~~requires~~any aneasement, ~~enhanced disclosure~~ right-of-way, ~~segments~~license, onrestriction an(including ~~annual~~zoning ~~and~~restrictions), ~~interim basis~~defect, ~~including~~exception ~~the~~or irregularity in title ofor ~~the~~similar ~~chief operating~~charge ~~decision~~or ~~maker,~~encumbrance ~~significant~~(including ~~segment~~any ~~expenses,~~agreement ~~and~~to ~~the~~give ~~composition~~any of ~~other~~the ~~segment~~foregoing, ~~items~~any ~~for~~conditional ~~each~~sale ~~segment’s~~or ~~reported~~other title ~~profit~~retention agreement or ~~loss.~~any ~~ASU~~lease ~~2023-07~~in isthe ~~effective~~nature ~~for~~thereof); ~~fiscal~~provided, ~~years~~that ~~beginning~~in ~~after~~no ~~December 15,~~event ~~2023,~~shall ~~and~~an ~~interim~~operating ~~periods~~lease ~~within~~entered ~~fiscal~~into ~~years~~in the ~~beginning~~ordinary ~~after~~course ~~December 15,~~of ~~2024.~~business ~~The~~or ~~adoption~~any ofprecautionary ~~ASU~~UCC ~~2023-07~~filings ~~did~~made ~~not~~pursuant ~~have~~thereto aby ~~material~~an ~~impact~~applicable onlessor ~~the~~or ~~consolidated~~lessee, ~~financial~~be ~~statements~~deemed to be a Lien.

~~Recently~~The “Liquidity ~~Issued~~Conditions” ~~Accounting~~will ~~Pronouncements~~be ~~Not~~satisfied ~~Yet~~with ~~Adopted~~respect to a Forced Conversion if:

In(i) the ~~December 2023,~~offer ~~the~~and ~~FASB~~sale ~~issued~~of ~~ASU~~any ~~2023-09,~~share ~~Income~~of ~~Taxes~~Class ~~(Topic~~A ~~740):~~Ordinary ~~Improvements~~Common Stock to ~~Income~~be ~~Tax~~received ~~Disclosures,~~by ~~which~~a ~~requires~~Holder ~~disaggregated~~pursuant ~~information~~to ~~about~~such aForced ~~reporting~~Conversion ~~entity’s~~are registered pursuant to an effective ~~tax~~registration ~~rate~~statement ~~reconciliation,~~under asthe ~~well~~Securities asAct ~~information~~and ~~related~~such toregistration ~~income~~statement ~~taxes~~is ~~paid~~reasonably toexpected ~~enhance~~by the Company ~~transparency~~to remain effective and ~~decision~~usable, ~~usefulness~~by ofthe ~~income~~Holder ~~tax~~to ~~disclosures.~~sell ~~This~~such ~~ASU~~share ~~will~~of beClass ~~effective~~A ~~for~~Ordinary ~~the~~Common ~~annual~~Stock, continuously during the period from, ~~ending~~and ~~December 31~~including, ~~2025.~~the ~~The~~date ~~Company~~the related Forced Conversion Notice is ~~currently~~sent ~~evaluating~~to, and including, the ~~impacts~~one of(1) ~~adoption~~year anniversary after the date such share of ~~this~~Class ~~ASU.~~A Ordinary Common Stock is issued;

~~The~~(ii) each share of Class A Ordinary Common Stock referred to in clause (i) above (x) will, when issued and when sold or otherwise transferred pursuant to the registration statement referred to in such clause (i), unless sold to the Company’s ~~management~~or ~~does~~an Affiliate of the Company, not be ~~believe~~evidenced ~~that~~by any certificate that bears a Restricted Stock Legend referring to transfer restrictions under the Securities Act or other securities ~~recently~~laws; ~~issued,~~and ~~but~~(y) ~~not~~will, ~~yet~~when ~~effective~~issued, ~~accounting~~be ~~standards~~listed ifand ~~currently~~admitted ~~adopted~~for ~~would~~trading, ~~have~~without asuspension or material ~~effect~~limitation on trading, on any of the ~~accompanying~~New ~~condensed~~York ~~financial~~Stock ~~statements.~~Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors); and

73(iii) (x) the Company has not received any written threat or notice of delisting or suspension by the applicable exchange referred to in clause (ii)(y) above with a reasonable prospect of delisting, after giving effect to all applicable notice and appeal periods; and (y) no such delisting or suspension is reasonably likely to occur or is pending based on the Company falling below the minimum listing maintenance requirements of such exchange.

“Make-Whole Fundamental Change” means a Fundamental Change, but without regard to the first and second provisos to clause (ii) of the definition of Change of Control.

“Make-Whole Fundamental Change Conversion Period” means the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date).

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~~MANAGEMENT’S~~“Make-Whole Fundamental ~~DISCUSSION~~Change ~~AND~~Effective ~~ANALYSIS~~Date” OFmeans the date on which such Make-Whole Fundamental Change occurs or becomes effective.

~~FINANCIAL~~Merger Events. ~~CONDITION~~In ~~AND~~the ~~RESULTS~~case ~~OF OPERATIONS OF SHARONAI INC~~of:

~~The~~(i) ~~following~~any ~~discussion~~recapitalization, ~~and~~reclassification ~~analysis~~or ~~provides information~~change ~~which SharonAI’s management believes is relevant to an assessment and understanding~~ of ~~SharonAI’s~~the ~~results~~Class ~~of operations~~A ~~and~~Ordinary ~~financial~~Common ~~condition.~~Stock ~~This~~(other ~~discussion~~than ~~and~~changes ~~analysis~~resulting ~~should~~from bea ~~read~~split, ~~together~~subdivision ~~with~~or ~~SharonAI’s~~combination ~~audited~~for ~~financial~~which ~~statements as~~an ofadjustment ~~and~~was ~~for~~made); ~~the~~(ii) ~~years~~any ~~ended~~consolidation, ~~December 31~~merger, ~~2024~~combination, ~~and~~binding ~~2023~~share ~~and~~exchange ~~the~~or ~~related~~similar ~~notes~~transaction ~~and~~involving the ~~and~~Company; ~~the~~(iii) ~~unaudited~~any ~~financial~~sale, ~~statements~~assignment, ~~as of~~conveyance, ~~and for the periods ended September 30~~transfer, ~~2025~~lease ~~and~~or ~~2024~~other ~~and~~disposition ~~related~~to ~~notes~~a ~~included~~third ~~elsewhere~~party ~~in this registration statement. This discussion and analysis should also be read together with the unaudited pro forma combined financial information as~~ of ~~and for~~ the ~~year~~consolidated ~~ended~~property ~~December 31, 2024 in the section titled “Unaudited Pro Forma Combined Financial Information”. This discussion~~ and ~~analysis~~assets may contain forward-looking statements based upon current expectations that are subject to known and unknown risks, uncertainties and assumptions. SharonAI’s actual results may differ significantly from those anticipated in these forward-looking statements as a result of ~~various factors, including those set forth in~~ the ~~section~~Company ~~titled~~as ~~“Risk~~an ~~Factors”~~entirety or insubstantially ~~other~~as ~~parts~~an ofentirety; ~~this~~or ~~registration~~(iv) ~~statement. Unless~~a ~~the~~liquidation ~~context~~or ~~otherwise~~dissolution ~~requires, references in this “Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations of SharonAI” to “we”, “us”, “our”, and “~~the Company~~” are intended to mean the business and operations of SharonAI.~~;

~~Basis~~and, in each case, as a result of ~~Presentation~~ which the Class A Ordinary Common Stock would be converted into, or exchanged for, common stock, other securities, other property or assets (including cash or any combination thereof).

~~SharonAI is a corporation~~“Required ~~formed~~Holders” ~~in Delaware on February 15~~means, ~~2024, with the intent to act~~ as aof ~~holding~~any ~~company~~date toof ~~acquire~~determination, ~~various assets focused on or in the High Performance Computing~~ (~~“HPC”~~a) ~~industry and~~ the ~~Artificial~~Holders ~~Intelligence (“AI”) field~~ of ~~technology.~~ ~~HPC~~at isleast a ~~computing~~majority ~~technology~~in ~~that~~aggregate ~~uses~~principal ~~clusters~~amount of ~~processors or processor cores working in parallel to solve advanced computational~~the ~~problems~~Notes ~~across~~then aOutstanding ~~wide~~and ~~range~~(b) ofRPVOF ~~scientific,~~SHAZ ~~engineering~~CTB, ~~finance~~LLC, ~~business~~OPIF ~~and~~SHAZ ~~other~~Holdings, ~~fields~~L.P., WeOaktree ~~are~~Value ~~specifically~~Opportunities ~~focused~~Fund onAIF ~~infrastructure and~~(Delaware), ~~technology~~L.P. ~~associated with the development~~ and Oaktree-Copley ~~delivery~~Investments, ofLLC, ~~these~~together ~~HPC/AI~~with ~~services~~their tosuccessors ~~users~~ and ~~applications~~Affiliates ~~which require both large amounts of Graphic Processing Units~~ (~~“GPU”)~~collectively, ~~and Central Processing Units (~~“~~CPU~~Oaktree”), ~~combined with data storage. CPUs are general purpose processors while GPUs are optimized~~ for ~~parallel~~so ~~processing and were originally used for computer~~long ~~graphics.~~as ~~Data~~Oaktree ~~storage~~or isany ~~used~~of toits ~~store~~Affiliates ~~the~~holds ~~large~~Notes ~~data~~with ~~sets common in HPC/AI and to back up information. Our two main business lines are~~ an ~~AI/HPC~~aggregate ~~cloud~~principal ~~platform,~~amount ~~which is based in Australia, and the development~~ of ~~power~~not ~~and~~less ~~data~~than ~~center assets~~$25, ~~which is based in the U~~000,000.S.

In“Secured GPU ~~March~~Debt” ofmeans ~~2024,~~(i) weall ~~formed~~Indebtedness ~~two~~secured ~~new~~by ~~wholly~~a ~~owned~~Lien ~~subsidiaries~~on in(a) ~~Delaware~~GPU Equipment, ~~SharonAI~~(b) ~~Operations~~the ~~LLC~~Equity Interests of any SPV Subsidiary or joint venture vehicle that owns or leases GPU Equipment, ~~which~~(c) wereceivables ~~intend~~or other rights to ~~use~~payment ~~for~~arising ~~U.S.~~from ~~based~~Contracted ~~operational~~Customer Revenue, ~~activities~~or as(d) ~~our~~the ~~operations~~proceeds ~~expand~~of toany of the ~~U.S.~~foregoing, and ~~SharonAI~~(ii) ~~Hosting~~all ~~LLC~~finance leases, ~~which~~sale-leaseback weobligations ~~intend~~(regardless toof ~~use~~accounting treatment), tovendor ~~hold~~financing ~~assets~~arrangements ~~that~~with ~~are~~GPU ~~acquired~~manufacturers, system integrators or resellers of GPU Equipment, and all guarantees of any of the foregoing, in each case whether or not such obligations constitute Indebtedness under the ~~future~~Indenture and ~~based~~whether inor not such obligations appear on the UCompany’s consolidated balance sheet.S.

~~In April of 2024, we acquired 100% of the issued~~“SPV ~~capital~~Subsidiary” ofmeans ~~Alternative Asset Management Pty Ltd ACN 645 215 194~~ (~~AAM~~a), anany ~~Australian~~Subsidiary, ~~company~~controlled ~~that~~affiliate, wejoint ~~renamed~~venture, ~~SharonAI~~partnership, ~~Pty~~or ~~Ltd~~other ~~(“SAIPL”) and~~entity ~~which has a business operating distributed data storage a type of cloud storage~~ that ~~utilizes~~is ~~Web~~primarily ~~3 technology to provide decentralized~~formed, ~~networks~~used, ofor ~~independent~~maintained ~~nodes~~ to ~~securely~~(i) ~~store and retrieve data~~own, ~~ensuring redundancy~~lease, ~~fault tolerance~~finance, ~~and~~or ~~resistance~~operate toGPU ~~censorship while~~Equipment, ~~incentivizing~~(ii) ~~storage~~hold, ~~providers~~manage, ~~with~~or ~~blockchain-based~~monetize ~~rewards.~~Contracted ~~This~~Customer ~~acquisition was part of a transaction in which SAIPL also obtained~~Revenue ~~certain~~or ~~assets~~receivables ~~from~~arising ~~Digital~~therefrom, ~~Income~~or ~~Fund~~(iii) ~~Pty~~hold ~~Ltd~~data ~~ACN~~center ~~643~~leases, ~~155~~licenses, ~~328~~or ascolocation ~~trustee~~agreements ~~for~~necessary ~~the~~to ~~Digital~~operate ~~Income~~GPU ~~Fund~~Equipment or ~~ABN~~service 12customer ~~771~~agreements ~~427 247~~ (“~~DIF~~AssetCo SPV”)~~, an~~; ~~Australian company which it acquired storage servers~~ and ~~ancillary~~(b) ~~equipment~~any ~~for~~entity ~~the~~which ~~operation~~is ofAssetCo ~~the~~SPV’s ~~distributed~~holding ~~storage~~entity ~~operations.~~or Insibling ~~addition~~entity, towho ~~these~~is ~~assets~~a ~~AAM~~guarantor ~~had~~and/or ~~acquired~~security aprovider ~~Tier~~to 3the ~~designed~~financiers ~~modular~~of ~~data~~AssetCo ~~center~~SPV.

In“Stock Price” ~~June~~has ofthe ~~2024,~~following wemeaning ~~acquired~~for ~~over~~any ~~95%~~Make-Whole ofFundamental Change: (i) if the ~~issued~~ ~~capital~~holders of ~~Distributed~~Class ~~Storage~~A ~~Solutions~~Ordinary ~~Limited~~Common ~~ACN~~Stock receive ~~646~~only ~~979~~cash ~~222~~in ~~(“DSS”)~~consideration ~~via~~for ~~direct~~their ~~agreement~~shares ~~with~~of ~~individual shareholders,~~Class anA ~~Australian~~Ordinary ~~company~~Common ~~that~~Stock ~~operates~~in ~~distributed~~such ~~data~~Make-Whole ~~storage~~Fundamental Change and ~~HPC/AI~~such ~~equipment.~~Make-Whole Fundamental InChange ~~the~~is ~~period~~pursuant ~~from~~to ~~June 2024~~clause ~~to December 2024,~~(ii) weof ~~continued~~the ~~with~~definition ~~further~~of ~~acquisitions~~Change of Control, then the ~~issued~~Stock ~~capital~~Price ~~ending~~is ~~2024~~the ~~with~~amount ~~over~~of ~~99%~~cash paid per share of ~~outstanding~~Class ~~stock~~A Ordinary Common Stock in ~~DSS. The~~such ~~acquisitions~~Make-Whole ofFundamental ~~SAIPL~~Change; and ~~DSS~~(ii) ~~provided~~in usall ~~with~~other acases, ~~substantial~~the ~~amount~~Stock Price is the average of ~~storage~~the ~~capacity,~~Closing ~~GPUs~~Sale ~~and~~Prices ~~CPUs,~~per ashare ~~core~~of ~~operational~~Class ~~team~~A ~~including our~~Ordinary ~~current~~Common ~~chief~~Stock ~~operating~~for ~~officer~~the ~~and~~five ~~strategic~~(5) ~~relationships~~consecutive ~~with~~Trading ~~suppliers~~Days ~~including~~ending ~~Lenovo~~on, and including, ~~NEXTDC.~~the ~~Both~~Trading ~~SAIPL~~Day ~~and~~immediately ~~DSS~~before ~~continue as~~the ~~our~~Make-Whole ~~main~~Fundamental ~~operating~~Change ~~subsidiaries~~Effective inDate ~~Australia~~of such Make-Whole Fundamental Change.

In“VWAP Market ~~January~~Disruption ofEvent” ~~2025, we~~means ~~formed~~(i) a ~~50:50~~failure ~~joint~~by ~~venture~~the ~~with~~primary ~~New~~exchange ~~Era~~or ~~Energy~~quotation ~~and~~system ~~Digital,~~on ~~Inc.,~~which ~~named~~the ~~Texas~~Class ~~Critical~~A ~~Data~~Ordinary ~~Centers~~Common Stock ~~LLC~~trades or is quoted to open for trading during its regular trading session or (~~“TCDC”~~ii)~~, to~~ ~~fund,~~the ~~develop,~~occurrence ~~and~~or ~~construct~~existence afor ~~planned~~more ~~250MW~~than ~~sustainable~~one half-hour ~~data~~period ~~center~~in ~~site~~the ~~project~~aggregate ~~behind~~on any Scheduled Trading Day for the ~~meter~~Class ~~with~~A aOrdinary ~~natural~~Common ~~gas-fired~~Stock ~~power~~of any suspension or limitation ~~plant~~imposed ~~within~~on trading (by reason of movements in price exceeding limits permitted by the ~~Permian~~Exchange ~~Basin~~or otherwise) in ~~Western~~the ~~Texas~~Class A Ordinary Common Stock or in any options, contracts or future contracts relating to the Class A Ordinary Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

74“VWAP Trading Day” means a day on which (i) there is no VWAP Market Disruption Event and (ii) the Exchange or, if the Class A Ordinary Common Stock is not listed on the Exchange, the principal other U.S. national or regional securities exchange on which the Class A Ordinary Common Stock is then listed is open for trading or, if the Class A Ordinary Common Stock is not so listed, any Business Day. A VWAP Trading Day only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then-standard closing time for regular trading on the relevant exchange or trading system.

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~~On January 30,~~MATERIAL ~~2025, the Company entered into a Business Combination Agreement (the “BCA”) with Roth CH Acquisition Co~~U. ~~(“Roth CH”) and subsequently on May 14 2025, filed an~~ S-4. ~~registration~~FEDERAL ~~statement~~INCOME inTAX ~~participation with Roth with the Securities and Exchange Commission (“SEC”).~~CONSIDERATIONS

OnThe following ~~June~~is 9,a ~~2025,~~summary ~~the~~of ~~Company~~certain ~~made~~material aU.S. ~~strategic~~federal ~~decision~~income tax considerations relating to ~~cease~~the ~~its~~purchase, ~~participation~~ownership, inand disposition (including conversion) of the ~~operations~~Notes ~~associated~~by ~~with~~holders ~~the~~who ~~Filecoin~~purchase ~~ecosystem~~the inNotes ~~order~~at totheir ~~focus~~issue ~~its~~price. ~~resources~~This ~~and~~summary ~~efforts~~is based on the ~~continued~~Internal ~~growth~~Revenue Code of ~~its~~1986, ~~high-performance GPU-~~as~~-a-Service~~ amended (~~GPUaaS~~the “Code”), ~~business~~U.S. ~~This~~Treasury ~~decision~~regulations ~~aligns~~promulgated ~~with~~thereunder (the ~~Company’s~~“Treasury ~~long-term~~Regulations”), administrative ~~strategy~~guidance issued by the Internal Revenue Service (the “IRS”), and judicial decisions, all as of the date of this prospectus, all of which are subject to ~~concentrate~~change onor ~~providing~~differing ~~scalable~~interpretation, ~~on-demand~~possibly ~~computing~~with ~~infrastructure~~retroactive ~~for~~effect. ~~artificial~~We ~~intelligence~~have not sought, and ~~research~~do not intend to seek, a ruling from the IRS with respect to any of the U.S. federal income tax matters discussed herein. The IRS may challenge one or more of the conclusions described in this summary, and ~~other~~a ~~data-intensive~~court ~~applications~~may sustain any such challenge.

OnThis summary ~~June~~is ~~30,~~limited ~~2025,~~to ~~all~~holders ~~activities~~who ~~related~~hold to the ~~Company’s~~Notes ~~prior~~as ~~Filecoin-related~~“capital ~~operations~~assets” ~~had~~within ~~been~~the ~~fully~~meaning ~~wound~~of ~~down~~Section 1221 of the Code (generally, property held for investment). This ~~transition~~summary ~~reflects~~does anot ~~broader~~address ~~shift~~all ~~toward~~U.S. ~~infrastructure~~federal income tax consequences that may be relevant to a particular ~~services~~holder ~~with~~in ~~more~~light ~~predictable~~of that holder’s circumstances, and ~~scalable~~does ~~revenue~~not ~~opportunities~~address U.S. estate and ~~supports~~gift taxes, the ~~Company’s~~alternative ~~goal~~minimum tax, the Medicare net investment income tax (except as noted below), or the tax laws of ~~building~~any astate, ~~focused~~local, ~~capital~~or non-~~efficient~~U.S. jurisdiction. In particular, ~~technology~~this ~~services~~summary ~~platform.~~does not address holders that are subject to special tax rules, including:

	●	banks, thrift institutions, insurance companies, regulated investment companies, real estate investment trusts, and other financial institutions;

	●	traders in securities that elect to mark their positions to market;

	●	tax-exempt organizations or governmental organizations;

	●	partnerships, S corporations, or other entities or arrangements classified as pass-through entities for U.S. federal income tax purposes (or investors therein);

	●	dealers or brokers in securities or currencies;

	●	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

	●	persons holding Notes as part of a hedge, straddle, conversion transaction, synthetic security, or other integrated investment or risk-reduction transaction;

	●	persons who acquired the Notes through the exercise of employee stock options or otherwise as compensation for services;

	●	“controlled foreign corporations” or “passive foreign investment companies,” or corporations that accumulate earnings to avoid U.S. federal income tax;

	●	former citizens or long-term residents of the United States; and

	●	direct or indirect owners of 10% or more of our stock (by vote or value).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding Notes are urged to consult their own tax advisors.

This summary is for general informational purposes only and does not constitute tax advice. Each prospective investor is urged to consult its own tax advisor regarding the particular U.S. federal, state, local, and non-U.S. income and other tax consequences of acquiring, holding, converting, and disposing of the Notes, in light of its individual circumstances and any applicable tax treaty.

Consequences to U.S. Holders

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes:

●

an individual citizen or resident of the United States;

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	●	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

	●	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	●	a trust if (i) a U.S. court can exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

Payments of Interest

The Notes bear interest at 6.00% per annum, payable quarterly in cash. The Notes were issued at their stated principal amount, and the Notes were not issued with original issue discount (“OID”) for U.S. federal income tax purposes (other than as may arise from the contingent payment analysis described below). Accordingly, except as described below under “—Contingent Payment Debt Instruments” and “—Additional Interest,” payments of stated interest on the Notes will generally be taxable to a U.S. Holder as ordinary interest income at the time received or accrued, in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes.

Contingent Payment Debt Instruments

Under Treasury Regulation § 1.1275-4, certain debt instruments that provide for one or more “contingent payments” are subject to special rules (the “CPDI rules”). If the CPDI rules apply to the Notes, each U.S. Holder would be required to accrue interest income over the term of the Notes based on the “comparable yield” — which is the rate at which we could issue a fixed-rate, noncontingent debt instrument with terms and conditions otherwise similar to those of the Notes — without regard to actual payments received. In addition, all gain recognized by a U.S. Holder on a sale, exchange, conversion, or retirement of a Note would be treated as ordinary income, and any loss would be treated as ordinary loss (to the extent of prior interest inclusions) and as capital loss thereafter.

The Notes may be subject to the CPDI rules because they provide for Additional Interest at 0.50% per annum, payable in cash in the same manner as regular interest on the Notes, if we are not current in our Exchange Act reporting obligations or if the Notes otherwise cease to be “Freely Tradable” as defined in the Indenture. We intend to take the position that the possibility of Additional Interest becoming payable is remote for purposes of the CPDI rules, and accordingly that the Notes are not CPDIs. Our determination that such contingency is remote is binding on U.S. Holders for purposes of their U.S. federal income tax returns unless they explicitly disclose a contrary position; however, it is not binding on the IRS. If the IRS were to successfully assert that the Notes are subject to the CPDI rules, U.S. Holders could be required to accrue ordinary income in excess of stated interest payments during the term of the Notes and to treat all gain on a sale, exchange, conversion, or retirement of the Notes as ordinary income. U.S. Holders are urged to consult their own tax advisors regarding the potential application of the CPDI rules to the Notes.

Conversion of Notes

General

A U.S. Holder may convert its Notes at any time prior to the close of business on the second business day immediately preceding the maturity date, and we may require conversion of all or a portion of the Notes beginning 18 months after the initial issue date subject to specified conditions, in each case with settlement to be made solely in shares of our common stock, plus cash in lieu of any fractional share. However, if the issuance of shares of common stock upon conversion would cause a holder to exceed the applicable Restricted Ownership Percentage set forth in the Indenture, we will instead issue pre-funded warrants (with an exercise price of $0.0001 per share) with respect to the shares that cannot be delivered by reason of such limitation.

Conversion Resulting Solely in Common Stock (No Pre-Funded Warrants)

Upon conversion of a Note solely into shares of our common stock (plus cash in lieu of fractional shares), the shares of common stock delivered are intended to satisfy and discharge both the principal amount of and accrued and unpaid interest on the Note being converted, with accrued interest “deemed to be paid in full rather than cancelled, extinguished or forfeited” to the extent shares are delivered in respect thereof.

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The U.S. federal income tax treatment of such a conversion is not entirely free from doubt. There are two principal bases on which the conversion of a Note into shares of our common stock might qualify for nonrecognition treatment. First, in Rev. Rul. 72-265, 1972-1 C.B. 222, the IRS ruled that the conversion of convertible debentures into stock of the issuing corporation pursuant to the exercise of a conversion privilege was not a taxable event, relying on a provision of the Treasury Regulations promulgated under the Revenue Act of 1918. The applicability of Rev. Rul. 72-265 to the Notes is not free from doubt, however, because the Notes contain features not present in the debentures considered in that ruling, including the Company’s ability to force conversion under specified circumstances and the conversion-rate adjustment and make-whole provisions of the Indenture. Second, the conversion of a Note may qualify as a tax-free “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code, in which case a U.S. Holder would be eligible for nonrecognition treatment under Section 354 of the Code provided the Note constitutes a “security” for purposes of that provision. Whether the Notes constitute “securities” for purposes of Section 354 is determined based on all relevant facts and circumstances, with the term of the instrument being a significant factor; there is no assurance that the Notes will be treated as “securities” for this purpose. To the extent the conversion of a Note qualifies for nonrecognition treatment under either of these analyses, a U.S. Holder generally would not recognize gain or loss upon the conversion, except as described below with respect to (i) shares received in respect of accrued and unpaid interest and (ii) cash received in lieu of a fractional share. Under this characterization:

	●	The U.S. Holder’s aggregate tax basis in shares of common stock received (other than shares attributable to accrued interest) would equal the adjusted tax basis of the Note at the time of conversion, reduced by the basis allocable to any fractional share for which cash is received.

	●	The holding period for such shares would include the U.S. Holder’s holding period for the Note.

If the conversion of a Note does not qualify for nonrecognition treatment under Rev. Rul. 72-265 or as a tax-free recapitalization under Sections 368(a)(1)(E) and 354 of the Code, the conversion would be treated as a taxable exchange. In that event, a U.S. Holder would generally recognize gain or loss equal to the difference between the fair market value of the common stock received (excluding the portion received in respect of accrued interest, which is addressed separately) and the U.S. Holder’s adjusted tax basis in the Note. Any such gain or loss generally would be long-term capital gain or loss if the Note was held for more than one year at the time of conversion.

U.S. Holders are urged to consult their own tax advisors regarding the applicable treatment of a conversion of the Notes into shares of our common stock.

Shares Received in Respect of Accrued and Unpaid Interest

To the extent shares of common stock are issued upon conversion of a Note in respect of accrued and unpaid interest, a U.S. Holder will generally be required to recognize ordinary income in an amount equal to the fair market value of such shares on the conversion date, to the extent such interest has not previously been included in income. The U.S. Holder’s tax basis in shares received in respect of accrued and unpaid interest will generally equal the fair market value of such shares on the conversion date, and the holding period for such shares will begin on the day after the conversion date.

Cash in Lieu of Fractional Shares

Cash received in lieu of a fractional share of common stock upon conversion of a Note will generally be treated as if the U.S. Holder received a fractional share and then had that fractional share redeemed for cash. A U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received and the portion of the U.S. Holder’s adjusted tax basis in the Note allocable to that fractional share interest. Such gain or loss will generally be capital gain or loss and will be long-term if the Note was held for more than one year at the time of conversion.

Pre-Funded Warrants Received Upon Conversion

If, upon a conversion of Notes (including a forced conversion), a holder would otherwise be entitled to receive shares of our common stock that would cause it to exceed its applicable Restricted Ownership Percentage, we will instead issue pre-funded warrants with an exercise price of $0.0001 per share and with exercise blockers substantially equivalent to those applicable to the Notes.

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The U.S. federal income tax treatment of pre-funded warrants received in lieu of shares of common stock upon conversion is subject to uncertainty. There are at least two possible characterizations:

	●	Warrant-as-stock treatment: Because the exercise price of the pre-funded warrants is nominal ($0.0001 per share), a pre-funded warrant may be treated for U.S. federal income tax purposes as economically equivalent to a share of common stock. Under this view, the receipt of pre-funded warrants might be characterized consistently with the recapitalization analysis described above, with the result that no gain or loss is recognized on the portion of the Note exchanged for pre-funded warrants.

	●	Warrant-as-property treatment: Alternatively, pre-funded warrants may be treated as property other than stock of the issuing corporation. Under this view, receipt of pre-funded warrants upon conversion could cause the conversion to be treated as a partially or fully taxable exchange, in which the U.S. Holder recognizes gain (but generally not loss) equal to the lesser of (i) any gain inherent in the Note at the time of conversion and (ii) the fair market value of the pre-funded warrants received.

The IRS has not issued definitive guidance addressing the tax treatment of pre-funded warrants received upon the conversion of a convertible note. Consequently, U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of receiving pre-funded warrants upon the conversion of the Notes, including the tax basis and holding period for any shares of common stock subsequently received upon exercise of such warrants.

Forced Conversion

Beginning 18 months after the initial issue date, we may force the conversion of all or a portion of the outstanding Notes if specified stock-price, trading-volume, and liquidity conditions are satisfied. The U.S. federal income tax consequences of a forced conversion to a U.S. Holder will generally be as described above under “—Conversion Resulting Solely in Common Stock” (or, if applicable, “—Pre-Funded Warrants Received Upon Conversion”). A conversion is not expected to have different tax consequences to a U.S. Holder solely by reason of its being a forced conversion rather than a voluntary conversion by the holder. However, there is no definitive authority on this point, and U.S. Holders are encouraged to consult their own tax advisors.

Record-Date Interest and Reimbursement

If a U.S. Holder converts Notes after a regular record date but before the corresponding interest payment date, such U.S. Holder will generally be required to pay to us, in cash, an amount equal to the stated interest that is payable on that interest payment date (subject to certain exceptions set forth in the Indenture). Such payment made by the converting holder to us generally will reduce such holder’s amount realized on the conversion and will not be separately deductible. U.S. Holders should consult their own tax advisors regarding the treatment of such payments in their particular circumstances.

Sale, Exchange, Redemption, or Other Taxable Disposition of Notes

Upon a sale, exchange, redemption (including upon a Fundamental Change), retirement at maturity, or other taxable disposition of a Note (other than a conversion addressed above), a U.S. Holder will generally recognize gain or loss equal to the difference between (i) the amount realized on such disposition (excluding any portion thereof attributable to accrued and unpaid interest not previously included in income, which will be taxable as ordinary income) and (ii) the U.S. Holder’s adjusted tax basis in the Note at the time of such disposition.

A U.S. Holder’s adjusted tax basis in a Note will generally equal the purchase price paid for the Note, increased by any OID previously included in income and decreased by any principal payments previously received.

Any gain or loss recognized on a taxable disposition of a Note (other than amounts treated as ordinary income under the CPDI rules) will generally be long-term capital gain or loss if the Note was held for more than one year at the time of such disposition, and short-term capital gain or loss if held for one year or less. Long-term capital gains of non-corporate U.S. Holders are generally eligible for preferential tax rates. The deductibility of capital losses is subject to limitations.

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Additional Interest

If Additional Interest becomes payable, it accrues at 0.50% per annum and is payable in cash on the applicable interest payment dates in the same manner as regular interest on the Notes, as provided in the Indenture. Assuming the Notes are not treated as CPDIs (see above), U.S. Holders will generally be required to include Additional Interest in ordinary income as it accrues (for accrual-method taxpayers) or is received (for cash-method taxpayers), in the same manner as regular stated interest. U.S. Holders should consult their own tax advisors regarding the specific tax treatment of any Additional Interest.

Constructive Distributions

The conversion rate of the Notes is subject to adjustment in certain circumstances pursuant to the Indenture. Additionally, if a Make-Whole Fundamental Change occurs and holders convert Notes during the specified period, the conversion rate will be increased by Additional Shares determined by a table or interpolation methodology. Under Treasury Regulation § 1.305-7, an adjustment to the conversion rate (or a failure to make an adjustment) that has the effect of increasing a U.S. Holder’s proportionate interest in our assets or earnings and profits will generally be treated as a constructive distribution to such U.S. Holder. Such a constructive distribution would generally be taxable to the U.S. Holder as:

	●	ordinary dividend income to the extent of our current and accumulated earnings and profits;

	●	a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in the Note; and

	●	capital gain to the extent of any remaining excess.

Adjustments made pursuant to a bona fide, reasonable adjustment formula that accounts for dilutive events will generally not result in a constructive distribution. However, other types of adjustments — including adjustments made in connection with certain dividend payments on our common stock or other discretionary actions — could give rise to a deemed distribution. Whether the make-whole Additional Shares adjustments will be treated as constructive distributions will depend on the specific facts and circumstances at the time of any such adjustment. Non-corporate U.S. Holders should note that constructive dividends may be eligible for preferential tax rates only if certain holding period and other requirements are satisfied. Corporate U.S. Holders may be eligible for a dividends-received deduction with respect to any portion of a constructive distribution treated as a dividend, subject to applicable limitations.

If we make a distribution of cash or property (other than our common stock) with respect to our common stock, and we do not make a corresponding adjustment to the conversion rate of the Notes, the failure to make such an adjustment could also result in a taxable constructive distribution to U.S. Holders of the Notes.

U.S. Holders should consult their own tax advisors regarding the tax treatment of any actual or constructive distribution in their particular circumstances.

Net Investment Income Tax

Certain U.S. Holders that are individuals, estates, and trusts will be subject to an additional 3.8% tax on their “net investment income” (or, for estates and trusts, “undistributed net investment income”) for taxable years in which their income exceeds certain thresholds. Net investment income generally includes interest income, dividend income (including constructive distributions), and net gains from the sale or other disposition of property not held in connection with a trade or business. Net investment income does not include any item taken into account in computing self-employment income. The 3.8% net investment income tax may apply to gains and income arising from ownership of the Notes and any shares of our common stock (or pre-funded warrants) received upon conversion. U.S. Holders should consult their own tax advisors regarding the potential application of this tax to their investment in the Notes.

Consequences to Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of a Note that is not a U.S. Holder and is not a partnership or other entity treated as a partnership for U.S. federal income tax purposes.

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Payments of Interest

Subject to the discussion below regarding backup withholding, FATCA, and income effectively connected with a U.S. trade or business, payments of interest on the Notes to a Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax, provided that the interest qualifies as “portfolio interest” under Sections 871(h) and 881(c) of the Code. Interest qualifies as portfolio interest if each of the following requirements is satisfied:

	●	the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3) of the Code;

	●	the Non-U.S. Holder is not a “controlled foreign corporation” related to us (actually or constructively) through stock ownership;

	●	the Non-U.S. Holder is not a bank that received the Notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

	●	the Non-U.S. Holder satisfies applicable documentation requirements (generally, by providing a properly completed IRS Form W-8BEN or W-8BEN-E to us or the applicable withholding agent certifying, under penalty of perjury, that it is not a United States person).

If any of these requirements is not satisfied, payments of interest on the Notes to a Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable income tax treaty and the Non-U.S. Holder provides the withholding agent with the appropriate IRS Form W-8 establishing entitlement to treaty benefits. Non-U.S. Holders should consult their own tax advisors regarding the availability of treaty benefits and the specific documentation required.

Sale, Exchange, Redemption, or Other Taxable Disposition of Notes

Subject to the discussions below regarding backup withholding, FATCA, and income effectively connected with a U.S. trade or business, gain realized by a Non-U.S. Holder upon the sale, exchange, redemption (including repurchase upon a Fundamental Change), retirement at maturity, or other taxable disposition of a Note (other than amounts attributable to accrued interest, which are addressed under “—Payments of Interest” above) generally will not be subject to U.S. federal income or withholding tax, unless:

	●	the gain is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (and, if an applicable income tax treaty requires, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States);

	●	the Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of the disposition and certain other conditions are met, in which case such gain generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be available under an applicable treaty); or

	●	we are or have been a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code at any time within the shorter of the five-year period preceding such disposition or the Non-U.S. Holder’s holding period for the Notes. We do not believe that we currently are a USRPHC, but there can be no assurance that we will not become a USRPHC in the future. Non-U.S. Holders should consult their own tax advisors regarding the potential application of these rules.

Conversion of Notes

A conversion of Notes into shares of our common stock (or pre-funded warrants) by a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax (other than with respect to any amounts received that are attributable to accrued and unpaid interest, which will generally be subject to withholding tax to the same extent as a payment of interest as described above). If any portion of a conversion is treated as a taxable exchange (for example, if pre-funded warrants are treated as property rather than stock), the rules described above under “—Sale, Exchange, Redemption, or Other Taxable Disposition of Notes” would apply with respect to any gain attributable to such taxable exchange.

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To the extent that amounts are allocated to accrued interest upon conversion that would otherwise be subject to U.S. withholding tax, we or the applicable withholding agent may withhold from any cash or shares of common stock otherwise deliverable to the Non-U.S. Holder upon conversion. If there is insufficient cash from which to withhold, the withholding agent may collect any required withholding from other payments to the Non-U.S. Holder or from proceeds of subsequent dispositions by such holder.

Constructive Distributions

To the extent that an adjustment (or failure to adjust) the conversion rate of the Notes constitutes a constructive distribution to Non-U.S. Holders as described above under “—Constructive Distributions,” such constructive distribution will generally be treated as a dividend subject to U.S. withholding tax at a rate of 30% (or a lower rate under an applicable income tax treaty, subject to applicable documentation requirements). Such withholding may be collected from any cash or shares of our common stock otherwise deliverable to the Non-U.S. Holder in connection with such adjustment or, if no such amounts are available, may be collected from other amounts payable to the Non-U.S. Holder or from proceeds of subsequent dispositions.

Effectively Connected Income

If a Non-U.S. Holder holds the Notes in connection with the conduct of a trade or business within the United States, and interest payments, deemed distributions, gain from a taxable disposition, or any other amount received in respect of the Notes are effectively connected with such U.S. trade or business (and, if required under an applicable income tax treaty, are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder will generally be taxed on such income or gain at the graduated U.S. federal income tax rates applicable to United States persons. In that case, the Non-U.S. Holder must provide us or the applicable withholding agent with a properly completed IRS Form W-8ECI in lieu of a Form W-8BEN or W-8BEN-E. Non-U.S. Holders that are corporations and have effectively connected income may also be subject to a U.S. branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on their “effectively connected earnings and profits,” subject to certain adjustments.

Common Stock Received Upon Conversion

The following discussion addresses certain U.S. federal income tax considerations applicable to U.S. Holders and Non-U.S. Holders with respect to the ownership and disposition of shares of our common stock received upon conversion of the Notes. This discussion is subject to the same limitations and qualifications described above.

Consequences to U.S. Holders of Common Stock

Distributions on Common Stock

Distributions paid on shares of our common stock received upon conversion of the Notes, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends and will be includible in the gross income of a U.S. Holder as ordinary income when received or accrued, in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital, reducing the U.S. Holder’s adjusted tax basis in the shares of common stock, and thereafter as capital gain. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder may constitute “qualified dividend income” that will be subject to tax at the reduced rates accorded to long-term capital gains. Dividends received by a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends-received deduction if the requisite holding period is satisfied, subject to applicable limitations. U.S. Holders should consult their own tax advisors regarding the availability of the preferential rates and the dividends-received deduction in their particular circumstances.

Sale, Exchange, or Other Taxable Disposition of Common Stock

Upon a sale, exchange, or other taxable disposition of shares of our common stock received upon conversion of the Notes, a U.S. Holder will generally recognize capital gain or loss equal to the difference between (i) the amount realized on such disposition and (ii) the U.S. Holder’s adjusted tax basis in the shares disposed of. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the shares exceeds one year at the time of disposition, and short-term capital gain or loss if the holding period is one year or less. For purposes of determining the holding period of shares of common stock received upon a conversion that qualifies for nonrecognition treatment, the U.S. Holder’s holding period will include the holding period of the converted Note. Long-term capital gains of non-corporate U.S. Holders are generally eligible for preferential tax rates. The deductibility of capital losses is subject to limitations. U.S. Holders should consult their own tax advisors regarding the tax consequences of any disposition of shares of our common stock.

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Consequences to Non-U.S. Holders of Common Stock

Distributions on Common Stock

Distributions paid on shares of our common stock received upon conversion of the Notes that constitute dividends for U.S. federal income tax purposes (as described above) will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend (or such lower rate as may be specified by an applicable income tax treaty), unless the dividends are effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (and, if required under an applicable income tax treaty, are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States). To claim the benefit of a reduced treaty rate, a Non-U.S. Holder must provide the applicable withholding agent with a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying qualification for the reduced rate. In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from other property subsequently paid or credited to such Non-U.S. Holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “—Sale, Exchange, or Other Taxable Disposition of Common Stock” below. If dividends are effectively connected with a U.S. trade or business, the Non-U.S. Holder will generally be taxed on such dividends at the graduated U.S. federal income tax rates applicable to United States persons (net of certain deductions and credits), and a Non-U.S. Holder that is a corporation may also be subject to a U.S. branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on its effectively connected earnings and profits. Non-U.S. Holders should consult their own tax advisors regarding the application of U.S. withholding tax to distributions on our common stock, including the availability of treaty benefits and the specific documentation required.

Sale, Exchange, or Other Taxable Disposition of Common Stock

Subject to the discussions above regarding backup withholding, FATCA, and income effectively connected with a U.S. trade or business, gain realized by a Non-U.S. Holder upon the sale, exchange, or other taxable disposition of shares of our common stock received upon conversion of the Notes will generally not be subject to U.S. federal income or withholding tax, unless: (i) the gain is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (and, if an applicable income tax treaty requires, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of the disposition and certain other conditions are met, in which case such gain generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be available under an applicable treaty); or (iii) we are or have been a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the shares, except that, in the case where our common stock is “regularly traded” on an “established securities market” (as such terms are defined under applicable Treasury Regulations), the Non-U.S. Holder has owned, whether actually or based on the application of constructive ownership rules, five percent (5%) or less of our common stock at all times within the shorter of the five-year period preceding such disposition or such Non-U.S. Holder’s holding period for such common stock. There can be no assurance that our common stock is or has been treated as regularly traded on an established securities market for this purpose.

Unless an applicable income tax treaty provides otherwise, gain described in clause (i) above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any such gain of a corporate Non-U.S. Holder may also be subject to an additional “branch profits tax” at a rate of 30% (or a lower applicable income tax treaty rate).

If clause (ii) above applies to a Non-U.S. Holder, such Non-U.S. Holder will be subject to U.S. tax on its net capital gain for such year at a tax rate of 30% (or such lower rate as may be available under an applicable treaty).

If clause (iii) above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition. As noted above, we do not believe that we currently are a USRPHC, but there can be no assurance that we will not become a USRPHC in the future. Non-U.S. Holders should consult their own tax advisors regarding the potential application of these rules to any disposition of shares of our common stock.

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Information Reporting and Backup Withholding

U.S. Holders

In general, information reporting will apply to payments of interest on the Notes, dividends on shares of our common stock received upon conversion of the Notes, and to the proceeds of a sale, exchange, conversion, or other taxable disposition of the Notes or such shares of common stock by a U.S. Holder, unless such holder is an exempt recipient (such as a corporation). Backup withholding (currently at a rate of 24%) will apply to such payments if the U.S. Holder fails to provide a correct taxpayer identification number (generally on IRS Form W-9), fails to certify that such holder is not subject to backup withholding, or otherwise fails to comply with applicable backup withholding requirements. Backup withholding is not an additional tax; amounts withheld under the backup withholding rules may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder may obtain a refund of any excess amounts withheld by filing the appropriate claim with the IRS.

Non-U.S. Holders

Information reporting generally will apply to payments of interest on the Notes and dividends on shares of our common stock received upon conversion of the Notes to Non-U.S. Holders, even if such payments are exempt from U.S. withholding tax under the portfolio interest exemption or pursuant to an applicable income tax treaty. Non-U.S. Holders can generally avoid information reporting and backup withholding with respect to such payments by providing the applicable withholding agent with the appropriate IRS Form W-8 certifying their foreign status. Payments of proceeds from a taxable disposition of the Notes or shares of our common stock received upon conversion of the Notes made by a U.S. paying agent or other U.S. intermediary will be subject to information reporting and may be subject to backup withholding at the applicable rate unless the Non-U.S. Holder properly certifies its foreign status.

FATCA

Under Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”), a 30% U.S. withholding tax may be imposed on “withholdable payments” — including payments of interest on the Notes and dividends on shares of our common stock received upon conversion of the Notes — made to certain “foreign financial institutions” (as specially defined under FATCA) and certain “non-financial foreign entities” (as specially defined under FATCA), unless such entities comply with various U.S. information reporting, due diligence, and withholding requirements or otherwise establish an exemption from such requirements. An applicable intergovernmental agreement between the United States and a foreign country may modify these requirements for entities and intermediaries located in that country.

Pursuant to applicable Treasury Regulations and IRS administrative guidance, FATCA withholding currently applies to payments of interest on the Notes and dividends on shares of our common stock received upon conversion of the Notes, but is not required to be withheld on gross proceeds from the sale or other disposition (including a conversion) of the Notes or such shares of common stock.

Prospective investors in the Notes should consult their own tax advisors regarding the potential impact of FATCA on their particular investment in the Notes and shares of our common stock received upon conversion thereof, and the specific steps they may need to take to avoid withholding under FATCA.

THE FOREGOING DISCUSSION IS A SUMMARY ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES OF ACQUIRING, HOLDING, CONVERTING, AND DISPOSING OF THE NOTES AND ANY SHARES OF COMMON STOCK RECEIVED UPON CONVERSION THEREOF IN LIGHT OF SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY APPLICABLE INCOME TAX TREATIES.

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SELLING SECURITYHOLDERS

The Notes were originally issued by us to qualified institutional buyers in a transaction exempt from the registration requirements of the Securities Act. The Selling Securityholders listed below, and, to the extent permitted, their transferees, pledgees and donees, and their successors, may use this prospectus to offer and sell the Notes and the shares of our Common Stock issuable upon conversion of the Notes. Except for such transferees, pledgees, donees, and transferees, no unnamed holder may use this prospectus to offer or sell Notes or shares of our Class A Ordinary Common Stock until the unnamed holder is identified as a Selling Securityholder in a prospectus supplement to this prospectus or in a post-effective amendment to the registration statement of which this prospectus is a part.

The table below sets forth information about the beneficial ownership of the Notes and shares of our Class A Ordinary Common Stock by each holder who has timely provided us with a completed and executed notice and questionnaire stating its intent to use this prospectus to sell or otherwise dispose of Notes or shares of our Class A Ordinary Common Stock that may be issuable upon conversion of the Notes. In computing the number of shares of Class A Ordinary Common Stock beneficially owned by each selling Securityholder before the Offering, the amounts set forth in the table below, shares of Common Stock beneficially owned by a Selling Securityholder that are convertible for shares of Class A Ordinary Common Stock within 60 days after June 4, 2026, are deemed outstanding.

We have prepared this table using information furnished to us by or on behalf of the Selling Securityholders. Except as otherwise indicated below, to our knowledge, no Selling Securityholder nor any of its affiliates has held any position or office with, been employed by or otherwise has had any material relationship with us or our affiliates during the three years prior to the date of this prospectus.

Our registration of the Notes and the shares of our Class A Ordinary Common Stock that may be issued upon conversion of the Notes does not mean that the Selling Securityholders identified below will sell all or any of these securities. In addition, the Selling Securityholders may have sold, transferred or disposed of all or a portion of their Notes since the date on which they provided the information regarding their holdings, including in transactions exempt from the registration requirements of the Securities Act. The identity and holdings of the Selling Securityholders may change from time to time.

The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Number of Shares of

Shares of

Number of Shares of

Principal

Class A Ordinary

Amount of Notes

Common Stock

Beneficially Owned

Issuable upon

Beneficially Owned

Before this Offering that

Before this

Conversion that

After this Offering

Name

May Be Sold

Offering(1)

May be Sold(2)

Number(3)

%(4)

ATW Master Fund V LP (5)

10,000,000

292,296

(6)

322,829

82,333

BSOF LIQUID INVESTMENTS L.P. (7)

25,000,000

524,881

806,572

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