UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Registrant's telephone number, including area code: (949) 720-7133 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Roth CH Acquisition Co. reported a net loss in Q1 2025, primarily due to non-cash warrant liability charges, resulting in a working capital deficit and going concern uncertainty Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Cash | $35,193 | $6,738 | | Total Assets | $45,818 | $14,238 | | Total Current Liabilities | $1,273,015 | $2,035,924 | | Warrant Liabilities | $1,112,500 | $222,500 | | Total Liabilities | $2,385,515 | $2,258,424 | | Total Shareholders' Deficit | $(2,339,697) | $(2,244,186) | Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Formation and operating costs | $386,511 | $269,054 | | Change in fair value of warrant liabilities | $(890,000) | $242,525 | | Interest income on marketable securities | $0 | $305,713 | | **Net (Loss) Income** | **$(1,276,511)** | **$279,184** | | Basic and diluted net (loss) income per share | $(0.04) | $0.04 | Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(110,369) | $(67,291) | | Net cash used in investing activities | $0 | $(180,000) | | Net cash provided by financing activities | $138,824 | $242,664 | | **Net Change in Cash** | **$28,455** | **$(4,627)** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) Notes detail the company's transition from a SPAC to a business combination with SharonAI Inc., highlighting a working capital deficit and going concern issues - The company is a blank check company formed to execute a business combination and has not commenced any operations, with all activity relating to its formation, IPO, and search for a target[20](index=20&type=chunk)[22](index=22&type=chunk) - On April 29, 2024, shareholders approved removing SPAC-related provisions, leading to the liquidation of the Trust Account, redemption of **90% of public shares**, and voluntary delisting from Nasdaq[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk) - As of March 31, 2025, the company had a working capital deficit of **$1,227,197**, which raises substantial doubt about its ability to continue as a going concern[32](index=32&type=chunk)[34](index=34&type=chunk) - On January 28, 2025, the company entered into a business combination agreement with SharonAI Inc, a company focused on high-performance computing and AI[84](index=84&type=chunk) - In January 2025, a related-party promissory note with a principal balance of **$1,181,000** was converted into 39,366,667 Class A ordinary shares[62](index=62&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transition from a SPAC to a business combination with SharonAI Inc., highlighting a Q1 2025 net loss and severe liquidity constraints - On January 28, 2025, the company entered into a Business Combination Agreement with SharonAI Inc., a holding company focused on the high-performance computing (HPC) and artificial intelligence industry[107](index=107&type=chunk)[108](index=108&type=chunk) - In April 2024, shareholders approved removing SPAC provisions, leading to the liquidation of the Trust Account, and the company's securities were voluntarily delisted from Nasdaq and now trade on the OTC Markets[114](index=114&type=chunk)[116](index=116&type=chunk) Results of Operations Comparison | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net (Loss) Income | $(1,276,511) | $279,184 | | Change in fair value of warrant liabilities | $(890,000) | $242,525 | | Operational costs | $386,511 | $269,054 | | Interest earned on Trust Account | $0 | $305,713 | - The company's limited cash of **$35,193** as of March 31, 2025, and the need to raise additional funds, has resulted in management's determination of substantial doubt about its ability to continue as a going concern[120](index=120&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined in Rule 12b-2 under the Exchange Act, the company is not required to provide the information for this item[133](index=133&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to material weaknesses in financial reporting and shareholder redemption processes, with remediation efforts underway - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the period covered by the report[135](index=135&type=chunk) - The ineffectiveness was attributed to material weaknesses in internal control over financial reporting related to the accounting for complex financial instruments and shareholder redemption approval procedures[135](index=135&type=chunk) - Remediation efforts include enhancing processes to identify and apply accounting requirements and making greater use of third-party professionals for consultation[136](index=136&type=chunk) [PART II – OTHER INFORMATION](index=31&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - The company has no legal proceedings to report[142](index=142&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from the previous Annual Report on Form 10-K - The company states there have been no material changes to the risk factors discussed in its Annual Report on Form 10-K for the year ended December 31, 2024[143](index=143&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds - The company reported "None" for this item[144](index=144&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company reported "None" for this item[145](index=145&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - This item is not applicable to the company's business[146](index=146&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company did not report any other information for the period - The company reported "None" for this item[147](index=147&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including corporate governance documents, Sarbanes-Oxley certifications, and Inline XBRL data - The report lists exhibits filed, including corporate governance documents, officer certifications (Sections 302 and 906 of Sarbanes-Oxley), and interactive data files (Inline XBRL)[149](index=149&type=chunk)

Business Combination - The Company entered into a Business Combination Agreement with SharonAI Inc. on January 28, 2025, which includes a merger process [19]. - The Aggregate Merger Consideration is 560,835,633 shares of Common Stock to be issued at the closing of the Business Combination [22]. - The Company plans to change its name to "SharonAI Holdings, Inc." following the Domestication Merger [21]. - The Company intends to seek shareholder approval for the Business Combination, but may not hold a vote if not required by law [46]. - The Business Combination Agreement requires the issuance of 560,835,633 additional shares of Common Stock, which will significantly dilute the equity interest of existing investors [114][115]. - The company may issue Class A Shares upon conversion of Class B Shares at a ratio greater than one-to-one due to anti-dilution provisions, potentially affecting shareholder interests [112]. - The company has agreed to file a registration statement for Class A Shares issuable upon exercise of warrants within 20 business days after the initial business combination [105]. - If Class A Shares are not registered under the Securities Act, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received [109]. - The company may amend the terms of the warrants with the approval of at least 50% of the outstanding public warrants, potentially increasing the exercise price or shortening the exercise period [116][117]. - The company may face adverse tax consequences if it re-domiciles or reincorporates in another jurisdiction as part of its business combination [104]. - The existence of registration rights may lead to increased equity stakes demanded by shareholders of the target business, complicating the business combination process [111]. Financial Position - The Company raised gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at $10.00 per unit [23]. - A total of $234,600,000 from the initial public offering and the sale of Private Warrants was placed in a U.S.-based trust account [24]. - The company had cash of $6,738 as of December 31, 2024, which is insufficient to operate until the completion of the Business Combination [49]. - As of December 31, 2024, the company had cash of $6,738, primarily intended for evaluating target businesses and completing business combinations [180]. - The company entered into a promissory note for up to $2,000,000, with $1,109,412 drawn as of December 31, 2024, leaving $890,588 available [181]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence, raising doubts about its ability to continue as a going concern within one year [183]. - As of December 31, 2024, the company had a working capital deficit of $2,021,686, raising substantial doubt about its ability to continue as a going concern [130]. - The company has no long-term debt obligations or capital lease obligations [187]. - The company has no off-balance sheet financing arrangements as of December 31, 2024 [186]. Internal Controls and Compliance - The Company has identified a material weakness in its internal control over financial reporting, which may affect investor confidence [40]. - A material weakness in internal controls over financial reporting was identified, affecting the effectiveness of controls as of December 31, 2021, and subsequent quarters [41]. - There is no assurance that additional material weaknesses or restatements will not arise in the future due to inadequate internal controls [43]. - Compliance with laws and regulations is necessary and any failure could adversely affect the company's business and results of operations [52]. - Management assessed the effectiveness of internal control over financial reporting and determined that it was not effective as of December 31, 2024, due to material weaknesses [208]. - Remediation steps have been implemented to improve internal control, including enhancing the review process for complex securities and increasing access to accounting literature [209]. - The company has identified material weaknesses in internal controls over financial reporting, particularly regarding complex financial instruments [204]. - The company has not included an attestation report from its independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act [210]. Shareholder Dynamics - Initial shareholders own approximately 81% of the issued and outstanding ordinary shares, allowing them to approve business combinations even without public shareholder support [47]. - The initial shareholders and sponsor control approximately 81% of the company's issued and outstanding ordinary shares, allowing them substantial influence over shareholder votes [62]. - The company has not paid or declared any cash dividends on its ordinary shares to date and does not intend to do so prior to completing its initial business combination [152]. - The company may engage in business combinations with affiliated entities, which could present conflicts of interest and less favorable terms for public shareholders [93]. - Conflicts of interest may arise as executive officers and directors allocate their time to other business endeavors, potentially affecting the completion of the initial business combination [88]. - The former sponsor invested $25,000 for 5,750,000 founder shares, which will be worthless if the initial business combination is not completed [94]. Management and Operations - The company has no full-time employees prior to the completion of its initial business combination, with seven executive officers currently [32]. - The ability to successfully effect the Business Combination depends on key personnel, and their loss could negatively impact post-combination operations and profitability [73]. - The company is dependent on a small group of executive officers and directors, and their loss could negatively impact operations [87]. - The management team includes experienced professionals with extensive backgrounds in investment banking and corporate governance, such as Byron Roth and John Lipman [213][214]. - Byron Roth has helped raise over $100 billion for small-cap companies and has been involved in numerous merger and acquisition transactions [213]. - Aaron Gurewitz has managed over 1,000 public offerings since joining Roth in 1999, focusing on growth companies [215]. - Rick Hartfiel has managed over 300 equity offerings and M&A transactions since joining Craig-Hallum in 2005, emphasizing emerging growth companies [216]. Market and Regulatory Risks - The company may incur substantial debt to complete a business combination, which could negatively impact financial condition and shareholder value [54]. - If the company completes a business combination with a target outside the United States, it may face additional risks, including regulatory approvals and foreign exchange fluctuations [79]. - The company may face significant risks associated with managing cross-border business operations, including currency fluctuations and complex corporate taxes [80]. - The market for directors' and officers' liability insurance has become less favorable, potentially complicating the negotiation of the initial business combination [65]. - Cyber incidents could lead to financial loss, as the company lacks significant investments in data security protection [139]. Performance and Financial Results - For the year ended December 31, 2024, the company reported a net income of $119,065, primarily from interest earned on marketable securities held in the Trust Account [170]. - For the year ended December 31, 2023, the company had a net income of $2,586,752, which included forgiveness of debt of $4,692,176 [171]. - The total transaction costs of the initial public offering amounted to $21,140,059, including $3,850,000 of underwriting discount and $8,800,000 of deferred underwriting discount [176]. - The company generated gross proceeds of $230 million from its initial public offering of 23 million units at $10.00 per unit on October 29, 2021 [164]. - The company has incurred significant costs in pursuit of acquisition plans, which may not be successful [130].

Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $450,355, primarily from interest earned on marketable securities held in the Trust Account of $435,437 and a change in fair value of warrant liabilities of $529,550, offset by operational costs of $514,632[169]. - For the nine months ended September 30, 2023, the company reported a net income of $1,345,709, which included interest earned on marketable securities held in the Trust Account of $2,204,264 and forgiveness of debt of $4,692,176, despite operational costs of $4,097,406[171]. - For the three months ended September 30, 2023, the company reported a net loss of $1,267,241, primarily due to a change in fair value of warrant liabilities of $1,185,925 and operational costs of $460,206[170]. - The company had a net cash used in operating activities of $317,074 for the nine months ended September 30, 2024[178]. - The company has not generated any operating revenues to date, with only non-operating income from interest on cash and cash equivalents[168]. Business Operations - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, following shareholder approval[164]. - The company received shareholder approval to extend the date for liquidation of the Trust Account from January 29, 2023, to June 29, 2023, with an aggregate redemption amount of approximately $181.9 million[163]. - The company expects to raise additional funds to meet operating expenditures prior to the initial business combination, raising substantial doubt about its ability to continue as a going concern within one year from the issuance of the condensed financial statements[182]. Financial Position - As of September 30, 2024, the company had cash of $43,585, intended for identifying and evaluating target businesses and performing due diligence[180]. - The company had drawn $1,109,412 on the 2023 Promissory Note, with $890,588 available to be drawn as of September 30, 2024[181]. - The company incurred transaction costs of $21,140,059 related to its initial public offering, with $19,774,814 recorded to additional paid-in capital[177]. - The company distributed all remaining sums in the trust account to shareholders and allowed them to retain 10% of their shares after tax deductions and up to $100,000 for dissolution expenses[183]. Accounting and Compliance - The company accounts for warrants based on specific terms and applicable guidance, with significant estimates including the fair value of warrant liabilities[190]. - The company is evaluating the impacts of recently issued accounting standards, including ASU 2023-09, which will enhance transparency in income tax disclosures effective for the annual period ending December 31, 2025[197]. - The management does not believe that any other recently issued accounting standards would have a material effect on the condensed financial statements[198]. - As of September 30, 2024, the company had no ordinary shares subject to possible redemption, and any changes in redemption value are recognized immediately[193]. - The company did not have any dilutive securities or contracts that could potentially be exercised or converted into ordinary shares as of September 30, 2024[195]. - The company has no off-balance sheet financing arrangements as of September 30, 2024, and does not participate in transactions that create relationships with unconsolidated entities[186]. Sponsorship and Fees - The company had an agreement to pay its sponsor a monthly fee of $10,000 for office space and administrative support, which was terminated on June 28, 2023[187]. - The underwriters waived their entitlement to a deferred fee of $8,800,000, which would have been payable from the Trust Account upon completion of the initial business combination[188].

Financial Performance - For the six months ended June 30, 2024, the company reported a net income of $510,213, consisting of $435,437 in interest earned on marketable securities and a $529,550 change in fair value of warrant liabilities, offset by operational costs of $454,774 [151]. - For the three months ended June 30, 2023, the company reported a net income of $7,284,593, primarily due to a $4,649,995 forgiveness of debt and a $2,712,275 change in fair value of warrant liabilities [151]. - The company has not generated any operating revenues to date, relying solely on non-operating income from interest on cash and cash equivalents [150]. Capital and Financing - As of June 30, 2024, the company had cash of $78,787 and the Trust account was fully liquidated, indicating a need for further capital to identify and evaluate target businesses [156]. - A total of $234,600,000 from the initial public offering and private placement warrants was placed in a U.S.-based Trust Account, indicating significant capital raised for future business combinations [154]. - The company incurred transaction costs of $21,140,059 related to the initial public offering, which included $3,850,000 in underwriting discounts and $8,800,000 in deferred underwriting discounts [155]. - The company had drawn $1,109,412 on a promissory note of up to $2,000,000 as of June 30, 2024, indicating ongoing financing efforts to support operations [157]. - The company expects to raise additional funds to meet operating expenditures prior to the initial business combination, incurring significant costs related to identifying a target business and conducting due diligence [158]. Business Combination and Shareholder Actions - The company extended the deadline for completing a business combination from June 29, 2023, to October 29, 2024, with shareholder approval, allowing for additional time to pursue potential mergers [146]. - The company received shareholder approval to extend the liquidation date of the Trust Account from January 29, 2023, to June 29, 2023, allowing for further capital deployment [145]. - The company distributed all remaining sums in the trust account to shareholders and allowed them to retain 10% of their shares after tax deductions and up to $100,000 for dissolution expenses [159]. Sponsor and Administrative Support - The company recorded a contribution from the sponsor of $250,000 after the forgiveness of debt, reflecting support from the sponsor during financial challenges [149]. - The company had an agreement to pay its sponsor a monthly fee of $10,000 for office space and administrative support, which was terminated on June 28, 2023 [162]. Accounting and Reporting - The company accounts for warrants based on specific terms and applicable guidance, with significant estimates including the fair value of warrant liabilities [164]. - As of June 30, 2024, the company had no ordinary shares subject to possible redemption, and changes in redemption value are recognized immediately [167]. - The company did not have any dilutive securities or contracts that could potentially be converted into ordinary shares as of June 30, 2024 [169]. - The company is evaluating the impact of recently issued accounting standards, including ASU 2023-09, which will enhance transparency in income tax disclosures [171]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [173]. Off-Balance Sheet Financing - The company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions that create relationships with unconsolidated entities [161]. Underwriter Agreements - The underwriters waived their entitlement to a deferred fee of $8,800,000, which would have been payable from the Trust Account upon completion of the initial business combination [163].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $279,184, consisting of interest earned on marketable securities of $305,713 and a change in fair value of warrant liabilities of $242,525, offset by operational costs of $269,054[168]. - For the three months ended March 31, 2023, the company experienced a net loss of $4,671,643, which included a change in fair value of warrant liabilities of $2,854,675 and operational costs of $2,876,950, offset by interest earned on marketable securities of $1,184,982[169]. Marketable Securities and Cash - As of March 31, 2024, the company had marketable securities held in the trust account amounting to $23,817,744, including approximately $1,661,537 of interest income and unrealized gains[177]. - The company had cash of $9,128 held outside the trust account as of March 31, 2024, intended for identifying and evaluating target businesses and related due diligence[178]. Initial Public Offering - The company raised gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at $10.00 per unit on October 29, 2021[171]. - Transaction costs of the initial public offering totaled $21,140,059, which included $3,850,000 of underwriting discount and $8,800,000 of deferred underwriting discount[174]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, which was waived in June 2023[185]. Business Combination and Going Concern - The company extended the deadline for completing its initial business combination from June 29, 2023, to October 29, 2024, with shareholder approval[165]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence, raising substantial doubt about its ability to continue as a going concern[180]. - The company assessed going concern considerations and determined that liquidity conditions raise substantial doubt about its ability to continue as a going concern[182]. Financial Obligations and Liabilities - As of March 31, 2024, the company had drawn $925,172 on a promissory note for up to $1,000,000, which is non-interest bearing and payable upon the consummation of an initial business combination or liquidation[179]. - As of March 31, 2024, the company has no off-balance sheet financing arrangements or obligations[183]. - The company does not have any long-term debt obligations or capital lease obligations[184]. Accounting and Reporting - The company accounts for warrant liabilities based on specific terms and applicable guidance, requiring professional judgment[187]. - The company has 22,250,000 warrants exercisable to purchase Class A Shares, with no dilutive securities as of March 31, 2024[191]. - The company recognizes changes in redemption value of ordinary shares immediately, adjusting the carrying value to equal the redemption value at each reporting period[190]. - The company is currently assessing the impact of ASU 2020-06, effective after December 15, 2023, on its financial position[192]. - The company is evaluating the timing and impacts of adopting ASU 2023-09, effective for the annual period ending December 31, 2025[193]. - The management does not believe that any recently issued accounting standards will have a material effect on the financial statements[194]. Administrative Costs - The company incurred a monthly fee of $10,000 for office space and administrative support from October 29, 2021, until the agreement was terminated on June 28, 2023[184].

IPO and Financial Status - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[15]. - As of June 29, 2023, the company had approximately $56.7 million remaining in its Trust Account after redemptions totaling approximately $181.9 million[18]. - The company has a net tangible asset requirement of at least $5,000,001, which may limit the redemption of public shares if too many are redeemed[34]. - The estimated per-share redemption amount could be less than the initial $10.20 per share due to potential claims against the Trust Account[36][38]. - The estimated redemption price for public shares is approximately $11.08 per share as of December 31, 2023[68]. - The company had cash of $13,755 held outside the Trust Account to fund working capital requirements as of December 31, 2023[75]. - The company has approximately $23,332,031 remaining in its Trust Account as of December 31, 2023, after accounting for $8,800,000 of deferred underwriting commissions[95]. - The net proceeds from the initial public offering and private placement of warrants provided the company with $231,950,000 for completing its initial business combination[95]. - As of December 31, 2023, the company had $13,755 in cash and a working capital deficit of $1,291,564, raising substantial doubt about its ability to continue as a going concern[187]. Business Combination and Shareholder Actions - Shareholders approved an extension to complete a business combination until October 29, 2024, allowing for additional time to identify suitable targets[19]. - The company plans to liquidate the Trust Account and redeem 90% of the public shares approximately 2-3 weeks after the adoption of the Amendment Proposal[21]. - Shareholders have the opportunity to redeem their public shares upon completion of the initial business combination at a price equal to the amount in the Trust Account divided by the number of outstanding public shares[28]. - The company has waived redemption rights for its Class B Shares and any public shares held in connection with the initial business combination[29]. - If the initial business combination is not completed by October 29, 2024, the company will redeem public shares at a price based on the amount in the Trust Account, which may be less than the estimated $11.08 per share[32][36]. - If the company fails to complete its initial business combination by the deadline, it will cease operations and redeem public shares[65]. - The company may not redeem public shares if it would cause net tangible assets to fall below $5,000,001, potentially complicating business combination efforts[62]. - The company is subject to mandatory liquidation if it does not complete an initial business combination by October 29, 2024[118]. - Public shareholders may be forced to wait beyond 36 months to receive funds from the Trust Account if the initial business combination is not completed[150]. Target Business Evaluation and Competition - The company has evaluated over 350 potential target businesses for its initial business combination, but only entered into one agreement that was subsequently terminated[24]. - The company expects to face competition from other entities in identifying and selecting target businesses for acquisition, which may limit its ability to acquire larger targets[43]. - The company may face significant competition from other entities with similar business objectives, which could limit its ability to complete an initial business combination[74]. - The company may face challenges in finding a suitable target business due to market conditions and other external factors, including the impact of COVID-19[66]. - The company may face challenges in completing initial business combinations with private companies due to limited public information, potentially leading to less profitable outcomes[100]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions, which may affect the attractiveness of its securities to investors[46]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[48]. - Compliance with the SEC's SPAC Rules may increase costs and time needed to complete the initial business combination, potentially leading to earlier liquidation[86]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an initial business combination[114]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain thresholds are met, including a market value of $250 million or annual revenues of $100 million[190]. Internal Control and Financial Reporting - The company identified a material weakness in its internal control over financial reporting, which may adversely affect investor confidence and operating results[52]. - A restatement of the audited balance sheet revealed an error in the value of Class A Shares subject to redemption, which should have been recorded as $234.6 million instead of $230 million[53]. - The company may face litigation risks due to identified material weaknesses in internal control over financial reporting[58]. Shareholder Rights and Governance - The company’s initial shareholders own approximately 73% of the issued and outstanding ordinary shares, allowing them to approve business combinations even without public shareholder support[60]. - Holders of Class A Shares will not have voting rights on the appointment of directors prior to the initial business combination[154]. - The company has provisions in its memorandum and articles of association that may discourage unsolicited takeover proposals, including a staggered board of directors[191]. - The company has not adopted a policy to prevent directors and officers from having financial interests in transactions, which may lead to conflicts of interest[145]. - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[147]. Risks and Uncertainties - The company may face significant write-downs or write-offs post-business combination, negatively impacting financial condition and securities prices[121]. - The company may struggle to assess the management capabilities of a target business, risking operational profitability[129]. - If the company pursues a target business outside the U.S., it may encounter additional risks, including regulatory and operational challenges[132]. - The company may not be able to secure additional financing necessary for completing a business combination or funding operations, which could lead to restructuring or abandonment of the transaction[110]. - The company may face claims of punitive damages if it distributes proceeds to shareholders before addressing creditor claims in the event of bankruptcy[82]. Securities and Share Structure - The company has the authorization to issue up to 200,000,000 Class A Shares, 20,000,000 Class B Shares, and 1,000,000 preference shares[169]. - If the company completes an initial business combination, it may issue additional Class A Shares or preference shares, which could dilute existing shareholders' interests[168]. - The company may issue Class A Shares upon the conversion of Class B Shares at a ratio greater than one-to-one, which is subject to anti-dilution provisions[170]. - The company may not be able to register or qualify the shares underlying the warrants under applicable state securities laws, which could lead to warrants expiring worthless[162]. - The potential issuance of a substantial number of additional Class A Shares upon exercise of warrants could make the company a less attractive acquisition vehicle[179]. Management and Operational Concerns - The company has seven executive officers who will devote time as needed until the initial business combination is completed, with no full-time employees planned prior to that[45]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[140]. - Executive officers and directors may face conflicts of interest due to their commitments to other businesses, potentially impacting the completion of the initial business combination[141]. - Key personnel's retention may be conditioned on employment agreements, potentially leading to conflicts of interest[127]. Market and Trading Information - The company's units, Class A Shares, and warrants are traded on the Nasdaq Global Market under the symbols "USCTU," "USCT," and "USCTW," respectively[209]. - If Nasdaq delists the company's securities, it could face significant adverse consequences, including reduced liquidity and limited market quotations[152].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $1,267,241, primarily due to a change in fair value of warrant liabilities of $1,185,925 and operational costs of $460,206[156]. - For the nine months ended September 30, 2023, the company had a net income of $1,345,709, which included a change in fair value of warrant liabilities of $1,328,325 and interest earned on marketable securities of $2,204,264[157]. - The company incurred net cash used in operating activities of $664,645 for the nine months ended September 30, 2023, compared to $444,367 for the same period in 2022[165][166]. Marketable Securities - As of September 30, 2023, the company held marketable securities in the trust account amounting to $22,846,633, including approximately $1,050,426 of interest income and unrealized gains[167]. Business Combination and Going Concern - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, with shareholder approval[153]. - The Company has until November 29, 2023, to complete an initial business combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[170]. - The company has significant costs associated with identifying a target business and conducting due diligence, raising doubts about its ability to continue as a going concern[169]. Shareholder Activity - A total of 17,533,296 Class A Shares were redeemed for cash at a redemption price of approximately $10.38 per share, totaling approximately $181.9 million[152]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, payable only upon the completion of the initial business combination[173]. Initial Public Offering - The company completed its initial public offering on October 29, 2021, generating gross proceeds of $230,000,000 from the sale of 23,000,000 units[161]. - Transaction costs for the initial public offering amounted to $21,140,059, with $19,774,814 recorded to additional paid-in capital[164]. Warrant Accounting - The Company accounts for warrants based on their specific terms, with the potential for them to be classified as either equity or liability instruments[175]. - As of September 30, 2023, the Company has 22,250,000 warrants exercisable to purchase Class A Shares, but no dilutive securities that could share in the earnings[179]. - The Company recognizes changes in the redemption value of its ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[178]. Administrative Expenses - The Company incurred a monthly fee of $10,000 for office space and administrative support until the agreement was terminated on June 28, 2023[172]. Accounting Policies - Management does not believe that any recently issued accounting standards will have a material effect on the Company's financial statements[180]. - The Company has identified critical accounting policies that require estimates and assumptions affecting reported amounts of assets and liabilities[174]. - The Company has not entered into any transactions that create relationships with unconsolidated entities or financial partnerships[171].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $7,284,593, driven by a change in fair value of warrant liabilities of $2,712,275 and debt forgiveness of $4,649,995[159]. - For the six months ended June 30, 2023, the company had a net income of $2,612,950, which included $1,867,555 in interest earned on marketable securities and $4,649,995 in debt forgiveness[160]. - As of June 30, 2023, the company held marketable securities in the trust account amounting to $57,991,574, including approximately $2,171,193 of interest income and unrealized gains[170]. Business Combination and Operations - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, with shareholder approval[155]. - A total of 17,533,296 Class A shares were redeemed for cash at approximately $10.38 per share, totaling around $181.9 million[154]. - The company expects to incur significant costs in identifying a target business and negotiating an initial business combination, raising concerns about its ability to continue as a going concern[172]. - The Company has until August 29, 2023, to complete an initial business combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[173]. Financial Obligations and Costs - The company incurred transaction costs of $21,140,059 related to its initial public offering, which included $3,850,000 in underwriting discounts[167]. - The company has drawn $250,000 under a promissory note for working capital, which was later forgiven, resulting in a recorded contribution from the sponsor of $250,000[156]. - As of June 30, 2023, the company had cash of $1 held outside the trust account, intended for operational expenditures related to identifying target businesses[171]. - The Company incurred a monthly fee of $10,000 to its sponsor for office space and administrative support from October 29, 2021, until the agreement was terminated on June 28, 2023[176]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, payable only upon the completion of the initial business combination[177]. Accounting and Financial Reporting - The Company accounts for warrants based on their specific terms, with the potential for them to be classified as either equity or liability instruments[179]. - As of June 30, 2023, the Company has 22,250,000 warrants exercisable to purchase TKB Class A Shares, but no dilutive securities that could share in the earnings[184]. - The Company recognizes changes in the redemption value of its ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[182]. - Management does not anticipate that any recently issued accounting standards will materially affect the Company's financial statements[185]. - The Company has identified critical accounting policies that require significant estimates, including the fair value of warrant liabilities[178]. - As of June 30, 2023, the Company has no off-balance sheet financing arrangements or long-term debt obligations[174][175]. - The Company has not entered into any transactions that create relationships with unconsolidated entities or financial partnerships[174].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $4,671,643, which includes a change in fair value of warrant liabilities of $2,854,675 and operational costs of $2,876,950[167]. - The company has not generated any revenues to date and only has non-operating income from interest on cash and cash equivalents[166]. - For the three months ended March 31, 2022, net income was $2,488,362, with net cash used in operating activities amounting to $281,574[175]. Cash Flow and Liquidity - The company had net cash used in operating activities of $130,477 for the three months ended March 31, 2023[174]. - As of March 31, 2023, the company had a balance of approximately $56.7 million in its Trust Account after redemptions[163]. - The company had cash of $423,760 held outside the trust account, intended for evaluating target businesses and related due diligence[177]. - The company expects to raise additional funds to cover significant costs related to identifying a target business and conducting due diligence, raising substantial doubt about its ability to continue as a going concern within one year[178]. Initial Public Offering and Business Combination - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit[170]. - A total of $234,600,000 from the IPO proceeds and private placement warrants was placed in a Trust Account at J.P. Morgan Chase Bank[172]. - The company entered into a Business Combination Agreement with Wejo Group Limited on January 10, 2023, with the closing expected in the second quarter of 2023[157]. - Shareholders approved an extension to complete the initial business combination from January 29, 2023, to June 29, 2023, with 17,533,296 Class A Shares redeemed for approximately $181.9 million[163]. - The company has until June 29, 2023, to complete an initial business combination, or it will face mandatory liquidation and potential dissolution[179]. Costs and Expenses - Transaction costs for the initial public offering amounted to $21,140,059, with $19,774,814 recorded to additional paid-in capital[173]. - The company expects to incur significant costs in pursuing its initial business combination, raising doubts about its ability to continue as a going concern[156]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, payable only if the initial business combination is completed[183]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for office space and administrative support until the completion of the initial business combination or liquidation[182]. Equity and Securities - The company accounts for its ordinary shares subject to possible redemption as temporary equity, reflecting certain redemption rights outside of the company's control[187]. - The company did not have any dilutive securities or contracts that could potentially be converted into ordinary shares as of March 31, 2023[189]. - The company has no off-balance sheet financing arrangements as of March 31, 2023[180].