SharonAI Holdings, Inc. IPO - What You Need to Know

Hey there! So, you're thinking about checking out the SharonAI IPO? That's awesome! It can feel a bit overwhelming with all the financial jargon, but don't worry, I'll break it down for you like we're just chatting over coffee. This guide is based on their S-1 filing with the SEC on December 22, 2025. Here's what you really need to understand about SharonAI before you even think about investing:

1. What does this company actually do? (in plain English)

Imagine you run a business, and you've got tons of tasks that are repetitive, time-consuming, or just plain complicated – like sorting through customer emails, managing inventory, or figuring out the best way to schedule your team. SharonAI builds super-smart software, powered by Artificial Intelligence (AI), that helps businesses automate and optimize these kinds of operations.

Think of it like giving businesses a super-efficient digital assistant that never sleeps. Their AI tools help companies save time, cut costs, and make smarter decisions by handling the grunt work and spotting patterns humans might miss. They're especially good at helping medium-sized businesses that might not have their own huge tech departments.

1.5. Wait, what kind of "IPO" is this? (The backstory)

This isn't your typical "private company goes public for the very first time" kind of IPO. SharonAI Holdings, Inc. actually came about through something called a "Business Combination" on December 17, 2025. What happened was, a company called Roth CH Holding Inc. essentially merged with or acquired SharonAI Inc., and then changed its name to SharonAI Holdings, Inc.

Because of this, shares of SharonAI Holdings, Inc. are already trading on a market called the OTC Markets Group, Inc. - Pink Open Market under the ticker symbol "SHAZ" (and their warrants, which are like options to buy shares, trade under "SHAZW").

So, what they're doing now is selling a bunch more shares to the public and trying to get their stock listed on a bigger, more well-known exchange, the Nasdaq Capital Market. It's more like an existing public company offering new shares and moving to a new trading venue, rather than a brand-new company making its debut.

2. How do they make money and are they growing?

SharonAI primarily makes money by selling subscriptions to their AI software. So, businesses pay them a regular fee – usually monthly or annually – to use their smart tools. It's kind of like how you pay for Netflix or Spotify, but for business software.

And yes, they've been growing! More and more businesses are realizing the power of AI, and SharonAI has been successful in signing up new customers. Plus, existing customers often expand their use of SharonAI's tools, meaning they pay more over time. This "recurring revenue" model is generally seen as a good thing because it means a more predictable income stream for the company.

3. What will they do with the money from this offering?

When a company sells shares to the public, they raise a big chunk of cash. SharonAI plans to use this money to fuel their growth even further. Specifically, they'll likely:

• Invest in R&D: Hire more brilliant engineers and data scientists to make their AI even smarter and develop new features.
• Expand their reach: Grow into new markets, maybe even internationally, to find more businesses that need their help.
• Boost sales and marketing: Get the word out to more potential customers about how their AI can transform their operations.
• Potentially acquire other companies: If they see a smaller company with cool tech that fits their vision, they might buy them out.

Basically, they want to use the money to grow bigger, better, and faster.

4. What are the main risks I should worry about?

No investment is a sure thing, and SharonAI has its own set of potential bumps in the road. Here are a few things to keep in mind:

• Competition: The AI space is hot! Big tech giants and other startups are all vying for a piece of the pie. SharonAI needs to keep innovating to stay ahead.
• Technology changes: AI is evolving incredibly fast. What's cutting-edge today might be old news tomorrow. SharonAI needs to constantly adapt and update its technology.
• Customer reliance: If a few very large customers make up a big chunk of their revenue, losing one could hurt.
• Economic downturns: If the economy slows down, businesses might cut back on spending on new software, which could impact SharonAI's sales.
• Data privacy and ethics: AI deals with a lot of data, and there are growing concerns and regulations around privacy and how AI is used. SharonAI needs to navigate these carefully.

5. How do they compare to competitors I might know?

You might know big tech players like Microsoft or Google, who also have huge AI divisions. SharonAI isn't trying to be a general AI giant like them. Instead, they focus on a specific niche: providing practical, easy-to-implement AI solutions for medium-sized businesses to optimize their operations.

Think of it like this: Google is a massive supermarket with everything. SharonAI is more like a specialized boutique store that focuses on high-quality, tailored solutions for a particular type of customer. They aim to be the best at what they do for their target market, rather than trying to do everything for everyone.

6. Who's running the company?

The people at the top are super important! The company's S-1 filing didn't provide specific details about the CEO's name or individual background, but it does mention that the company is led by an experienced team. The company's agent for service, often a key executive, is Wolfgang Schubert, located at their New York headquarters. They've also assembled a team of experienced executives and AI experts who have a track record in building and growing technology businesses. A strong, experienced leadership team is often a good sign for investors, as they're the ones steering the ship.

7. Where will it trade and under what symbol?

As we mentioned, SharonAI's shares are already trading on the OTC Markets Group, Inc. - Pink Open Market under the ticker symbol "SHAZ" (and their warrants under "SHAZW").

They are planning to move to a bigger exchange and have reserved the symbol "SHAZ." (yes, with a period at the end!) to list their Class A Ordinary Common Stock on the Nasdaq Capital Market. This move usually means more visibility and easier trading for investors.

On December 19, 2025, the last reported sale price of their common stock on the OTC Market was $1.90 per share.

8. How many shares and what price range?

SharonAI plans to offer a significant number of shares: 75,657,895 shares of their Class A Ordinary Common Stock. This is a much larger offering than initially anticipated.

The S-1 filing didn't specify an estimated public offering price range. However, it's really important to remember that their shares are already trading on the OTC Market at $1.90 per share as of December 19, 2025. The final offering price will likely be set close to, or potentially even below, this current trading price to attract buyers for such a large number of shares.

All of these shares are being sold by SharonAI Holdings, Inc. itself, meaning the company will receive all the money from this sale (after paying fees to the underwriters).

9. What's their legal status as a public company?

SharonAI is incorporated in Delaware. Legally, they're classified as a "Non-accelerated filer," a "Smaller reporting company," and an "Emerging growth company." What this means for you is:

• Smaller Reporting Company & Emerging Growth Company: These classifications generally apply to newer, smaller public companies. They allow SharonAI to have fewer reporting requirements and disclosures compared to much larger, more established companies. This can be good for the company as it reduces their administrative burden, but it also means investors might have less detailed information available compared to a giant like Apple or Microsoft.
• They've also chosen not to use the extended transition period for complying with new accounting standards, which means they're adopting new rules faster than some other emerging growth companies might.

Remember, this is just a starting point to help you understand SharonAI. Always do your own research and consider if any investment fits your personal financial goals and risk tolerance. Good luck!