PART I – FINANCIAL INFORMATION Financial Statements 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 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 target2022 - 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 Nasdaq303133 - 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 concern3234 - On January 28, 2025, the company entered into a business combination agreement with SharonAI Inc, a company focused on high-performance computing and AI84 - 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 shares62 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 industry107108 - 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 Markets114116 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 concern120123124 Quantitative and Qualitative Disclosures About Market Risk 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 item133 Controls and Procedures 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 report135 - 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 procedures135 - Remediation efforts include enhancing processes to identify and apply accounting requirements and making greater use of third-party professionals for consultation136 PART II – OTHER INFORMATION Legal Proceedings The company reported no legal proceedings during the period - The company has no legal proceedings to report142 Risk Factors 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, 2024143 Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds - The company reported "None" for this item144 Defaults Upon Senior Securities The company reported no defaults upon senior securities - The company reported "None" for this item145 Mine Safety Disclosures This item is not applicable to the company's business - This item is not applicable to the company's business146 Other Information The company did not report any other information for the period - The company reported "None" for this item147 Exhibits 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
TKB Critical Technologies 1(USCT) - 2025 Q1 - Quarterly Report