ROTH CH HOLDINGS, INC.

2340 Collins Avenue, Suite 402

Miami, FL 33141

September 10, 2025

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Matthew Derby

Dear Mr. Bassey,

We have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of July 2, 2025 with respect to the Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) submitted to the SEC on June 4, 2025 by Roth CH Holdings, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”). For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) submitted to the SEC concurrently with the submission of this letter.

Form S-4/A No. 2 filed August 12, 2025
Dilution

Net tangible book value per share, as adjusted, as of March 31, 2025, page 28

Response: We acknowledge the Staff’s comment and have revised the disclosure to correct the amount of the denominator adjustments for the current quarter on page 30.

Roth CH Board of Directors’ Reasons for the Approval of the Business Combination, page 132

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 97 & 135 of the Amended Registration Statement.

Unaudited Pro Forma Combined Financial Information, page 194

Response: We acknowledge the Staff’s comment and respectfully advise that the Note Purchase Agreement with YA has been executed and delivered by each of the parties, the initial $500,000 loan has been funded, and the corresponding $500,000 NPA Note has been issued. The Company considered whether a pro forma adjustment for the Note Purchase Agreement would be appropriate, but determined not to include such an adjustment because no NPA Note may convert into shares until after the closing of the Business Combination. In addition, both parties’ expectations are that any conversion will occur only after Pubco’s shares are listed on a national exchange. As such, inclusion of a pro forma adjustment reflecting a presently indeterminable number of shares at a time when such shares could not legally be issued would not be appropriate.

With respect to the Yorkville agreements, we note that the facility is a non-committed option and does not represent a binding financing arrangement until drawn. Accordingly, until such time as the facility becomes committed, the Company has not reflected the Yorkville agreements in the pro forma financial information.

Unaudited Pro Forma Combined Statements of Operations, page 199

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see page 200 of the Amended Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of

SharonAI

Critical Accounting Polices and Estimates, page 243

Response: We acknowledge the Staff’s comment. In response, and in light of both the Staff’s observations and events occurring in the updated reporting period, the Company performed a quantitative goodwill impairment analysis in addition to its prior qualitative assessment. The results of this quantitative evaluation, together with the related disclosures, have been included in the Amended Registration Statement. Please see pages 244-245 of the Amended Registration Statement for the revised disclosure.

SharonAI Consolidated Financial Statements

Consolidated Statements of Changes in Stockholders’ Equity, page F-88

Response: We acknowledge the Staff’s comment and have provided the information from the file as Annex A hereto, which is at the end of this letter.

Consolidated Condensed Statements of Cash Flows, page F-89

Response: We acknowledge the Staff’s comment and have revised the disclosures accordingly, see page F-92 and F-119 of the Amended Registration Statement.

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s counsel Alexandria Kane, Esq. at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email: akane@loeb.com or James A. Prestiano, Esq. at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email: jpresitano@loeb.com.

Thank you for your time and attention to this filing.

Annex A

SAI Share Transaction History Workbook

Summary

Detail