SharonAI Holdings Inc 10-Q/A for FY2026 Q2
SharonAI Holdings Inc. (SHAZ)
About this 10-Q/A
SharonAI Holdings Inc filed this 10-Q/A on August 11, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.93M
- up 412.3% from $376.98K a year earlier
- Net loss
- $428.3M
- compared with a net loss of $2.58M a year earlier
- Diluted EPS
- -$22.84
- compared with -$0.27 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No.1
(Mark One)
For
the quarterly period ended
or
For the transition period from ________________ to ________________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 5, 2026, the issuer had a total of Class A Ordinary Common Stock and Class B Super Common Stock, par value $ per share, outstanding.
EXPLANATORY NOTE
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SHARONAI HOLDINGS INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Share-based compensation | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Other expenses | ||||||||||||||||
| Gain on disposal of property and equipment | ( | ) | ( | ) | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-operating income (expense), net: | ||||||||||||||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Change in fair value of convertible notes | ( | ) | ( | ) | ||||||||||||
| Change in fair value of share-based payment | ||||||||||||||||
| Gain on investment in NUAI shares | ||||||||||||||||
| Gain on sale of investment in TCDC | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax (expense) benefit | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to SharonAI Holdings Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted-average number of shares outstanding | ||||||||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
| 3 |
SHARONAI HOLDINGS INC.
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
Three Months Ended June 30, 2026
| Common
Stock- Class A | Common
Stock- Class B | Options
Reserve | Additional
Paid-In Capital | Accumulated
deficit | Accumulated
Comprehensive Loss (AOCI) | Total
SharonAI Holdings Inc.’s Equity | Non
Controlling Interest | Total
Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Offering costs | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Equity adjustment from Foreign Currency Translation (CTA) | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2025
| # | $ | # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred | Series B Preferred | Common Stock- Class A | Options Reserve | Additional Paid-In Capital | Accumulated deficit | Accumulated Comprehensive Loss (AOCI) | Total SharonAI Holdings Inc.’s Equity | Non Controlling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Equity adjustment from Foreign Currency Translation (CTA) | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six Months Ended June 30, 2026
| # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Common Stock- Class A | Common Stock- Class B | Options Reserve | Additional Paid-In Capital | Accumulated deficit | Accumulated Comprehensive Loss (AOCI) | Total SharonAI Holdings Inc.’s Equity | Non Controlling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Offering costs | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Equity adjustment from Foreign Currency Translation (CTA) | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
Six Months Ended June 30, 2025
| # | $ | # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred | Series B Preferred | Common Stock- Class A | Options Reserve | Additional Paid-In Capital | Accumulated deficit | Accumulated Comprehensive Loss (AOCI) | Total SharonAI Holdings Inc.’s Equity | Non Controlling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Equity adjustment from Foreign Currency Translation (CTA) | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
| 4 |
Basic net income (loss) per share is computed by dividing net income (loss) applicable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution of securities that could share in the earnings of an entity using the treasury method or the if-converted method, if applicable. The calculation of diluted net income (loss) per share gives effect to common share equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Share-based options, warrants, and convertible notes are considered common share equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.
The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive:
| ● | Stock options and RSUs: shares | |
| ● | Warrants: shares | |
| ● | Convertible notes: shares |
Schedule of Reconciliation of Numerators and Denominators
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||||||||||
| Basic and diluted net loss per common share outstanding | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| 5 |
Item 6. Exhibits
| * | Filed herewith. | |
| ** | Furnished herewith. | |
| *** | Previously filed | |
| + | Indicates a management contract or any compensatory plan, contract or arrangement. | |
| # | Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). |
| 6 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SHARONAI HOLDINGS INC. | ||
| Date: August 11, 2026 | By: | /s/ James Manning |
| James Manning | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| SHARONAI HOLDINGS INC. | ||
| Date: August 11, 2026 | By: | /s/ Timothy Broadfoot |
| Timothy Broadfoot | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 7 |
Exhibit 31.1
Certification of Chief Executive Officer of SharonAI Holdings Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, James Manning, certify that:
| 1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of SharonAI Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| c. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit and risk management committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 11, 2026 | /s/ James Manning |
| James Manning | |
| Chief Executive Officer and President | |
| (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer of SharonAI Holdings Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy Broadfoot, certify that:
| 1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of SharonAI Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| c. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit and risk management committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 11, 2026 | /s/ Timothy Broadfoot |
| Timothy Broadfoot | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 1350 of Title 18 of the United States Code
Pursuant to Section 1350 of Title 18 of the United States Code as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, James Manning, the Chief Executive Officer and Principal Executive Officer and Timothy Broadfoot, the Chief Financial Officer and Principal Financial and Accounting Officer, of SharonAI Holdings Inc. (the “Company”), each hereby certifies that based on the undersigned’s knowledge:
| 1. | The Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 11, 2026 | /s/ James Manning |
| James Manning | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: August 11, 2026 | /s/ Timothy Broadfoot |
| Timothy Broadfoot | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |