Note: This is NOT an IPO. This is a re-listing of Sharon AI Holdings’ stock and warrants on the NASDAQ – an uplisting from the OTC Markets Group (Pink Open Market). On Jan. 28, 2026, the stock’s last reported sale price on the OTC Pink Market was $1.90 per share.

SharonAI Holdings was previously known as Roth CH Holding Inc. before changing its name in connection with a business combination that closed on Dec.17, 2025. 

We are a holding company formed to acquire various assets focused on or in the High Performance Computing (“HPC”) industry and the Artificial Intelligence (“AI”) field of technology. We are currently one of Australia’s leading Neoclouds, a cloud infrastructure provider that focuses on specialized high-performance compute, especially GPU-heavy workloads for AI, machine learning, and HPC.

HPC is a computing technology that uses clusters of processors 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 to users and applications which require both large amounts of Graphic Processing Units (“GPU”) and Central Processing Units (“CPU”), combined with data storage. CPUs are general purpose processors while GPUs are optimized for parallel processing and were originally used for computer graphics. Data storage is used to store the large data sets common in HPC/AI and to back up information.

SharonAI’s two main business lines are an AI/HPC cloud platform, which is based in Australia, and the development of data center assets, which is based in the U.S.

SharonAI acquired a fleet of GPU / CPU and storage servers and currently operates out of three third-party co-location data centers in Australia. As of September 30, 2025:

In January of 2025, SharonAI formed a 50:50 joint venture with New Era Energy and Digital, Inc., named Texas Critical Data Centers LLC (“TCDC”), to fund, develop, and construct a planned 250 Mega Watt (“MW”) sustainable data center site project behind the meter with a natural gas-fired power plant within the Permian Basin in Western Texas. See additional information about TCDC below.

SharonAI continues to conduct research and development into its systems, and is actively testing several configurations and locations to determine the best configuration and architecture for including both GPU systems and traditional CPU based computing systems.

We became an NVIDIA Cloud Partner (NCP) in December 2024. NCPs are part of the NVIDIA Partner Network offering hosted hardware and software in a cloud or managed services model to end-user customers leveraging NVIDIA products. Working with NVIDIA and NEXTDC Limited, one of our co-location data center providers, we have started the process of building a cluster of data center GPUs connected through InfiniBand and adhering to the NVIDIA Reference Architecture, which is expected to meet more demanding HPC/AI workloads from our customers. InfiniBand is a high throughput and low latency network communication standard for complex workload requirements. We are planning to include NVIDIA H100 or H200 GPUs, purpose-built for AI and HPC, with a library of large language models (LLMs), tools and resources available in the NVIDIA AI Enterprise (NVAIE) software and our proprietary orchestration platform. NVAIE is a cloud native software platform that streamlines development and deployment of generative AI applications. Our orchestration platform further automates the management of compute workloads and storage across our infrastructure.

As we increase our HPC/AI capacity, we expect our revenue to increase subject to customer demand for our services. Our sales and business development team is based out of Australia and the U.S. and consists of a full time head of sales based in Australia as well as a part time business development person in the U.S. We sell our capacity through our website cloud front-end, direct sales contracts and several active marketplaces for GPU capacity suppliers and customers.

Data Center Development

Our data center development business is focused on developing powered-shell data centers for leasing to enterprise customers who operate their own hardware inside the data center. Powered-shell data centers are facilities with completed exterior construction, available power and fiber connectivity, but with the interior space to be utilized by the customer. We are focused on acquiring sites that either have access to power or are suitable for the construction and operation of power generation equipment to supply electricity to the data center. Our plan is to custom develop sites for specific customers once we have acquired the land and the applicable entitlements and permits. We may also sell the electricity to other large power consumers or sell a site or development at any stage in the process.

Note: Net loss is for the nine months that ended on Sept. 30, 2025.

Note: Our contact email is: info@sharonai.com