425: Sharon AI Advances Towards Public Listing via Merger, Highlights Cloud and Supercluster Progress

Sharon AI provides an update on its business combination with Roth CH Acquisition Corp, along with progress on its public cloud platform, supercluster deployment, and Texas data center plans.

Summary

• Sharon AI is progressing with its merger with Roth CH Acquisition Co. (OTC Markets:USCTF).
• The company is in the final stages of its US GAAP audit for the year ended December 31, 2024, with the S-4 filing expected soon.
• Upon the S-4 becoming effective, the merger conditions will largely be met, leading to a stockholder vote.
• Post-merger, Sharon AI shareholders will own stock in an OTC-listed company (currently Roth CH), which will be renamed Sharon AI Holdings Inc.
• The company intends to apply to NASDAQ for relisting.
• Sharon AI launched its public cloud platform in January 2025, adding features like pre-installed tools and API functionality.
• A marketing campaign is underway to promote the cloud services.
• The first phase of Sharon AI's 1K GPU Supercluster, built on NVIDIA reference architecture, is being deployed in a NEXTDC Tier IV data center in Australia and is expected to be operational in Q2 2025.
• Kieran Habojan has been appointed as Head of Sales for APAC to lead the Supercluster expansion.
• Sharon AI intends to acquire 200 acres in Texas for a data center campus, with due diligence, land acquisition, and gas supply agreement finalization underway.
• Plans for on-site power generation, gas pipeline access, and fiber connectivity are in progress to attract end-customers.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook with progress on the merger, cloud platform, and supercluster. However, it also acknowledges risks and uncertainties associated with the merger process.

Positives

• The merger with Roth CH Acquisition Corp. is progressing, potentially leading to a NASDAQ listing.
• The launch of the Sharon AI Public Cloud and the deployment of the Supercluster demonstrate business growth and innovation.
• The planned data center campus in Texas indicates long-term expansion plans.
• The appointment of a Head of Sales for APAC suggests a focus on international growth.

Negatives

• The merger is subject to SEC review and stockholder votes, introducing uncertainty in the timeline.
• The company is currently OTC listed, which may be less desirable than a major exchange listing.

Risks

• The merger may be delayed or terminated if conditions are not met, including SEC approval or stockholder approval.
• Delays in finalizing the land acquisition and gas supply agreement for the Texas data center could impact the project timeline.
• The company's success depends on its ability to attract and retain customers for its cloud and supercluster services.
• Failure of stockholders to make confirmations and declarations with respect to their stock holdings may have adverse tax consequences and delay the merger.

Future Outlook

Sharon AI anticipates filing the S-4 with the SEC soon, followed by SEC review, stockholder votes, and the closing of the business combination with Roth CH. The company intends to apply for a NASDAQ relisting post-merger.

Management Comments

• Wolf Schubert, CEO & President of Sharon AI Inc., is excited about the progress of Sharon AI and highlights the momentum in the AI/HPC industry.
• Wolf Schubert encourages stockholders to promptly respond to all communications to ensure that the merger process is not delayed.

Industry Context

The document highlights the successful IPO of Coreweave, a major NVIDIA Cloud Partner, demonstrating the strong investor interest in the AI/HPC sector. Sharon AI's focus on AI and HPC aligns with the industry's growing emphasis on autonomous vehicles, robotics, and agentic AI, as evidenced by the NVIDIA GTC conference.

Comparison to Industry Standards

• Coreweave, as the largest NVIDIA Cloud Partner, achieved a $23 billion valuation after raising $1.5 billion, showcasing the potential for companies in the AI/HPC cloud space.
• Coreweave's revenue growth from $0.02 billion in 2022 to $1.9 billion in 2024 sets a high benchmark for revenue scaling in the industry.
• Sharon AI's partnership with NEXTDC, a Tier IV data center provider, aligns with industry standards for reliable and secure infrastructure.

Management Changes

Stakeholder Impact

• Shareholders of Sharon AI will receive stock in a publicly listed company, potentially increasing liquidity and value.
• Customers will benefit from the enhanced cloud and supercluster services.
• Employees may experience new opportunities and growth within the combined company.

Next Steps

• Finalize the US GAAP audit for the year ended December 31, 2024.
• File the Form S-4 with the SEC.
• Obtain SEC approval for the S-4.
• Hold stockholder votes for both Sharon AI and Roth CH.
• Close the business combination with Roth CH.
• Apply to NASDAQ for relisting.
• Finalize due diligence and land acquisition for the Texas data center.
• Finalize the long-term gas supply agreement for the Texas data center.

Key Dates

Keywords

Sharon AI, Roth CH Acquisition Corp, Merger, Public Cloud, Supercluster, Data Center, NVIDIA, AI, HPC, NASDAQ, S-4 Filing