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nothing to do with NUAI. USCTF's investor presentation transaction summary link above uses a share price of $0.12 when valuing their deal with SharonAI at a $73M EV. They are issuing 691M shares. Maybe that is where UCTF was trading after they held their vote to liquidate the trust?
USCTF / SharonAI Merger Vote Set for December 2 - "Australia's Leading Neocloud" [https://www.sec.gov/Archives/edgar/data/1860514/000182912625008271/rothchacq\_ex99-1.htm](https://www.sec.gov/Archives/edgar/data/1860514/000182912625008271/rothchacq_ex99-1.htm) [https://www.sec.gov/Archives/edgar/data/2068385/000182912625008996/rothchholdings\_424b3.htm](https://www.sec.gov/Archives/edgar/data/2068385/000182912625008996/rothchholdings_424b3.htm) USCTF already sort-of despacc'ed (held shareholder vote to remove provisions related to special purpose acquisiton companies), no NAV floor. Warrants are USTWF.
"[On January 24, 2025, the Company amended and restated](https://www.sec.gov/Archives/edgar/data/1860514/000182912625003716/rothchacq_10q.htm#:~:text=maturity%20to%20June%2030%2C%202025.-,On%20January%2024%2C%202025%2C%20the%20Company%20amended%20and%20restated,-its%202023%20Promissory%20Note%2C%20) its 2023 Promissory Note, (the “Convertible Promissory Note”) in favor of certain shareholders of the Company to permit its conversion into Class A ordinary shares of Company, at any time, at the option of the representative of the noteholders based upon the current trading price. Subsequent to the execution of the Convertible Promissory Note, on January 24, 2025, the representative provided notice that it intended to convert the existing principal balance of the Convertible Promissory Note in the amount of $1,181,000 into 39,366,667 Class A ordinary shares of the Company. " The promissory note was converted to USCTF at 3 cents per share. As of March 31, USCTF had about $45,000 in total assets, with 45,203,220 total Class A shares outstanding. No S-4/F-4 registration statement has been filed yet, and [the investor presentation](https://www.sec.gov/Archives/edgar/data/1860514/000182912625003979/rothchacq_ex99-1.htm) had no financial information.
Not sure about this, but think maybe the USTWF exercise price might need to be adjusted down from $11.50 to 13.8 cents, if that investor presentation is correct. The [warrant agreement](https://www.sec.gov/Archives/edgar/data/1860514/000182912621011725/tkbcriticaltech1_ex4-4.htm), Section 4.4, "Raising of the Capital in Connection with the Initial Business Combination" says the warrant exercise price and redemption triggers will be adjusted if USCTF issues stock for less than $9.20 per share if that raise is more than 60% of the " of the total equity proceeds, and interest thereon, available for funding the initial Business Combination". So that might mean the new exercise price would be 115% of 12 cents, or 13.8 cents.
[Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co, Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform](https://www.businesswire.com/news/home/20250129609167/en/Sharon-AI-Inc-Announces-Signing-of-Business-Combination-Agreement-With-Roth-CH-Acquisition-Co.-OTC-Markets-USCTF-Will-Create-A-Leading-Specialized-AIHPC-Cloud-GPU-Infrastructure-Platform) \- . OTC Pink: USCTF USTWF Roth CH liquidated their trust account, but kept the SPAC active. [USCTF last traded for 3 cents](https://www.otcmarkets.com/stock/usctf/overview) in December 2024, USTWF for under one cent.