SharonAI Holdings Inc-A美股招股说明书(2026-02-19版)

4,166,666 Shares of Class A Ordinary Common Stock We are offering 4,166,666 shares of our Class A ordinary common stock, par value $0.0001 per share (“Class A Ordinary Common Stock”).In connection with the consummation of the Business Combination, defined below, which occurred on December 17, 2025, Roth CHHolding Inc. changed its name to SharonAI Holdings Inc. (the “Company”) and its Class A Ordinary Common Stock and the PublicWarrants trade on the OTC Markets Group, Inc. - Pink Open Market under the symbols “SHAZ,” and “SHAZW,” respectively. We havereserved the symbol “SHAZ.” to list our Class A Ordinary Common Stock on the Nasdaq Capital Market. On February 17, 2026, the lastreported sale price of our Class A Ordinary Common Stock on the OTC Markets was $1.90 per share. The public offering price for each share of Class A Ordinary Common Stock is $30.00 per share. All of the shares offered by this prospectus are being sold by us. We will receive all of the net proceeds from the sale of the shares offeredhereby, after deducting underwriting discounts, commissions, and estimated offering expenses payable by us. Lucid Capital Markets, LLC (“Lucid”) is acting as the representative of the underwriters. The underwriters have a 45-day option topurchase up to an additional 625,000 shares from us solely to cover over-allotments, if any. This prospectus relates solely to the primary offering of shares of our common stock by us. The resale of certain of our outstandingsecurities by selling stockholders is being registered under a separate registration statement on Form S-1 filed with the SEC. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect tocomply with certain reduced reporting requirements after this offering. See “Prospectus Summary—Emerging Growth CompanyStatus.” Investing in our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page15 of thisprospectus before purchasing shares of our common stock. (1)We have agreed to pay the underwriter a cash fee equal to 4.4% of the gross proceeds of this offering, provided however, no fee will bepaid on proceeds in this offering from (i) existing investors/stockholders of the Company who beneficially own in excess of 4.4% ofthe equity capital of the Company, and (ii) potential investors located in Australia. See the section titled “Underwriting” for additionalinformation regarding compensation payable to the underwriter. We have granted the underwriters the right to purchase an additional 625,000 shares of our common stock to cover over-allotments. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on February 19, 2026. Lucid Capital Markets The date of this prospectus is February18, 2026 EXPLANATORY NOTE Roth CH Holdings, Inc. was a party to a business combination transaction by and among Roth CH Holdings, Inc., Roth CH Acquisition Co.,Roth CH Merger Sub, Inc. and SharonAI Inc. (“Business Combination”). The Business Combination closed on December17, 2025. Inconnection with the closing of the Business Combination, Roth CH Holdings, Inc. (i) changed its name to SharonAI Holdings Inc. and (ii)became the ultimate parent company of the combined company. The securities of SharonAI Holdings Inc. are traded on OTC Markets. Thispublic offering of securities of SharonAI Holdings Inc. is to raise $125,000,000 and to uplist the securities of SharonAI Holdings Inc. to theNASDAQ Stock Market. TABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1INDUSTRY AND MARKET DATA3PROSPECTUS SUMMARY4ABOUT THIS OFFERING12SUMMARY FINANCIAL AND OTHER DATA14RISK FACTORS15USE OF PROCEEDS50DIVIDEND POLICY51CAPITALIZATION52DILUTION54UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION56MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOF ROTH CH ACQUISITION CO.67MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOF SHARON AI INC.72MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOF DSS87BUSINESS OF SHARONAI94MANAGEMENT OF THE COMPANY111EXECUTIVE COMPENSATION117BENEFICIAL OWNERSHIP OF SECURITIES129CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS131DESCRIPTION OF SECURITIES137DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY140SHARES ELIGIBLE FOR FUTURE SALE141UNDERWRITING143CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE146LEGAL MATTERS147EXPERTS147WHERE YOU CAN FIND MORE INFORMATION147INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus and in any free writin