Roth CH Acquisition Co.

12/04/2025 | Press release | Distributed by Public on 12/04/2025 16:01

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 2, 2025, Roth CH Acquisition Co. (the "Company") held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"). On October 20, 2025, the record date for the Extraordinary General Meeting, there were 45,278,212 Class A Ordinary Shares of the Company entitled to be voted at the Extraordinary General Meeting and 75,000 Class B Ordinary Shares of the Company entitled to be voted at the Extraordinary General Meeting, among which 43,869,080 ordinary shares of the Company or 96.89% were represented in person or by proxy.

1. Business Combination Proposal

Shareholders approved by way of an ordinary resolution and adopted the business combination agreement, dated as of January 28, 2025, as amended (the "Business Combination Agreement"), by and among the Company, Roth CH Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Parent (the "Domestication Sub" or "Pubco"), Roth CH Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Parent ("Merger Sub"), and SharonAI Inc., a Delaware corporation ("SharonAI") pursuant to which at least one Business Day after the closing of the Domestication Merger (as defined below) (a) the Merger Sub shall be merged with and into SharonAI, (b) the separate corporate existence of Merger Sub shall thereupon cease, and SharonAI shall be the Surviving Corporation, and (c) the Surviving Corporation shall become a wholly-owned Subsidiary of the Domesticated Parent (the "Acquisition Merger" and collectively with the Domestication Merger and the other agreements and transactions contemplated by the Business Combination Agreement, the "Business Combination"). We refer to this proposal as the "Business Combination Proposal.

The voting results were as follows:

FOR AGAINST ABSTAIN Broker Non-Votes
43,868,909 171 0 0
2. Domestication Merger Proposal

Shareholders approved by way of a special resolution and adopted the domestication of Roth CH Acquisition Co., a Cayman Islands exempted company ("Roth CH" or the "Parent") pursuant to the Business Combination Agreement, and at least one Business Day prior to the closing of the Acquisition Merger and on the terms and subject to the conditions of the Business Combination Agreement, the Parent shall continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger (the "Domestication Merger") of the Parent with and into Domestication Sub, with the Domestication Sub as the surviving company (the "Domesticated Parent") pursuant to the Companies Act (As Revised) of the Cayman Islands and the applicable provisions of the Delaware General Corporation Law, as amended. Upon the Domestication Merger, Domesticated Parent shall change its name to "SharonAI Holdings, Inc." We refer to this proposal as the "Domestication Merger Proposal."

The voting results were as follows:

FOR AGAINST ABSTAIN Broker Non-Votes
43,868,909 171 0 0
3. Organizational Documents Proposal

Shareholders approved the proposed amended and restated certificate of incorporation (the "Proposed Charter") and the proposed amended and restated bylaws ("Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Organizational Documents") of Domesticated Parent (a corporation incorporated in the State of Delaware). A copy of the Proposed Charter is attached to the proxy statement filed with the United States Securities and Exchange Commission (the "SEC") on November 10, 2025 (the "Proxy Statement") as Annex B-1and a copy of the Proposed Bylaws are attached to the Proxy Statement as Annex B-2. We refer to this proposal as the "Organizational Documents Proposal".

Roth CH Acquisition Co. published this content on December 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 04, 2025 at 22:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]