SHAZ 8-K
SharonAI Holdings Inc. (SHAZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On July 22, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
Description | |
| 99.1 | Press Release dated August 6th, 2026 | |
| 99.2 | 2Q 2026 Results Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
| -2- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHARONAI HOLDINGS INC. | ||
| By: | /s/ James Manning | |
| Name: | James Manning | |
| Title: | CEO | |
| Date: August 6th, 2026 | ||
| -3- |
Exhibit 99.1
Sharon AI Reports Second Quarter 2026 Results
Total contract value reaches ~$8.8bn
Six-year strategic NVIDIA compute collaboration
Secured AI Factory capacity increases by 80MW to 212MW
NEW YORK, August 6, 2026 – Sharon AI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud, today reported its financial and operational results for the second quarter ended June 30, 2026.
All amounts are in U.S. dollars unless otherwise indicated.
Second Quarter 2026 Highlights
| ● | Customer Momentum |
| ○ | $4.9bn, six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs | |
| ○ | $950m, five-year, take-or-pay contract with a global technology company with major Asia-pacific presence |
| ● | Capacity and Platform |
| ○ | Expanded VAST Data partnership: 600PB VAST AI Operating System deployed as the foundational data layer, sized to support ~100,000 GPUs |
| ● | Balance Sheet and Capital |
| ○ | Well funded for the near-term build-out following the $1.6bn oversubscribed private placement, $350m convertible notes offering, and the accelerated receipt of $74m in proceeds from the divestment of Texas Critical Data Centers (“TCDC”) |
| ● | Leadership and Governance |
| ○ | Appointed Andrew Penn AO as Non-Executive Chairman |
Second Quarter 2026 Financial Results
| ● | Revenue: $1.9m, an increase of 412% from 2Q 2025 |
| ● | Net income (loss): $(430.4m), including non-cash items totaling $423.8m, primarily reflecting a $400.4m fair value loss on convertible notes resulting from share price appreciation, compared to a net loss of $(2.6m) in 2Q 2025. |
| ● | Adjusted EBITDA1: $0.6m, compared to $(1.7m) in 2Q 2025 |
| ● | Cash and cash equivalents: $1.9bn at June 30, 2026 |
| ● | Total Contract Value (“TCV”)2: $8.8bn as of August 6, 2026 |
1Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and reconciliation tables.
2TCV represents the aggregate estimated contractual committed spend under customer contracts in effect as of the measurement date, for the contractual term. TCV is an operating metric and does not represent revenue recognized in accordance with U.S. GAAP. TCV excludes contracts that are not legally binding and is subject to change based on contract modifications, terminations, and other factors.
Management Commentary
“In the second quarter, we established the commercial, infrastructure, and capital foundations for Sharon AI’s next phase of growth at scale,” said James Manning, Co-Founder and Chief Executive Officer of Sharon AI. “Customer engagement continues to broaden and deepen, reflecting strong demand for secure, high-performance AI infrastructure and a growing recognition that access to power, compute and data sovereignty will be critical constraints as AI adoption accelerates.
“Our focus is on converting that demand and our contracted commitments into durable revenue growth and long-term shareholder value through disciplined execution. We are on track to bring contracted capacity online in accordance with our deployment schedule, while maintaining a thoughtful approach to capital allocation and pace of expansion. Revenue is expected to ramp materially from the third quarter of 2026 through 2027. With an experienced leadership team backed by deep technical and operating expertise across the business, a best-in-class partner ecosystem and a strengthened balance sheet, we believe Sharon AI is well positioned to become a leading sovereign AI infrastructure platform across Australia, New Zealand, and the broader Asia-Pacific region.”
Subsequent Highlights
In the third quarter 2026 to-date, the Company has announced:
| ● | $1.32bn, five-year, take-or-pay contract with a global AI lab, anchoring Sharon AI’s expansion to New Zealand | |
| ● | Additional 80MW of capacity, bringing total capacity to 212MW, for deployment in 2026 and 2027, underpinned by a growing pipeline of additional capacity | |
| ● | $373m, five-year, take-or-pay contract with a global AI platform for a deployment of 2,048 NVIDIA B300 GPUs | |
| ● | 64,000+ NVIDIA GPUs expected to be deployed by mid 2027 | |
| ● | Anuj Goel as Chief Financial Officer and Melissa Anastasiou as Chief Legal Officer |
2Q 2026 Results Conference Call & Webcast
Date & Time: Thursday, August 6, 2026, 4:30 p.m. ET
Webcast: Use this link
U.S. Dial-in: 888-506-0062
International Dial-in: +1-973-528-0011
Conference ID: 376509
A replay of the webcast will be available at sharonai.com/investors following the event.
About Sharon AI
Sharon AI (NASDAQ: SHAZ) is a leading Australian neocloud expanding access to artificial intelligence through trusted, secure and sovereign AI infrastructure. Through its AI Factory platform and colocation partners, Sharon AI enables organisations across Australia, New Zealand, and globally to confidently build, train and deploy AI at scale. For more information, visit www.sharonai.com.
Disclosure Information
Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the SEC and any other conference calls, webcasts, investor days, etc. that the company may hold.
Forward-Looking Statements
This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
| ● | Service and product offerings; |
| ● | Receipt and use of proceeds; |
| ● | The deployment of assets and expansion of network procurement; |
| ● | Sharon AI’s ability to engage with additional potential customers; |
| ● | Expansion of Sharon AI’s data center footprint and capacity; and |
| ● | The strengthening of Sharon AI’s partner network. |
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Non-GAAP Financial Measures
This press release includes “Adjusted EBITDA,” which is a non-GAAP financial measure. The Company defines Adjusted EBITDA as net income (loss) adjusted to exclude: (i) interest expense (income), net; (ii) income tax expense (benefit); (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) fair value adjustments on convertible notes; and (vi) other non-cash or non-recurring items that management does not consider indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a substitute for net income (loss) or any other measure of financial performance prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Management believes Adjusted EBITDA is useful to investors because it provides a supplemental measure of the Company’s core operating performance by excluding the effects of capital structure decisions (such as interest expense and fair value changes on convertible notes), non-cash charges (such as depreciation, amortization and stock-based compensation), and tax impacts that can vary significantly between periods and across companies. Management uses Adjusted EBITDA to evaluate the Company’s performance, compare performance across periods, and assist in the allocation of resources. Investors are cautioned that Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under U.S. GAAP.
A reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP financial measure is included in the tables accompanying this press release. To the extent the Company provides forward-looking Adjusted EBITDA guidance in connection with this release or the related earnings call, a reconciliation of such forward-looking non-GAAP measure to the most directly comparable U.S. GAAP measure may not be available without unreasonable effort due to the inherent difficulty in forecasting and quantifying certain amounts, including but not limited to fair value adjustments on convertible notes, stock-based compensation expense, and other non-cash or non-recurring items, the timing and magnitude of which may be significant.
Contacts
Media
Investors
CONSOLIDATED CONDENSED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 1,861,347,822 | $ | 71,073,024 | ||||
| Trade and other receivables | 28,458,817 | 749,677 | ||||||
| Convertible note proceeds receivable | - | 15,171,072 | ||||||
| Assets held for sale | 1,170,289 | 1,135,490 | ||||||
| Other current assets | 47,196,444 | 288,191 | ||||||
| Total current assets | 1,938,173,372 | 88,417,454 | ||||||
| Property and equipment, net | 26,323,307 | 15,207,775 | ||||||
| Right of use assets, net | 6,889,203 | 7,140,877 | ||||||
| Equipment, software and lease prepayments | 302,647,678 | - | ||||||
| Certificates of deposits | 12,748,105 | 915,397 | ||||||
| Other long-term assets | 16,512,329 | 3,414,432 | ||||||
| Goodwill | 18,044,215 | 18,044,215 | ||||||
| TOTAL ASSETS | $ | 2,321,338,209 | $ | 133,140,150 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | $ | 32,407,955 | $ | 3,433,320 | ||||
| Customer deposits | 143,879,911 | - | ||||||
| Warrant liability | 6,145,450 | 890,000 | ||||||
| Note payable | - | 2,254,968 | ||||||
| SAFE note liability | 6,025 | - | ||||||
| Convertible notes | 1,006,535,059 | 129,017,286 | ||||||
| Finance lease liabilities, current portion | 1,176,406 | 1,072,820 | ||||||
| Other current liabilities | - | 2,701,932 | ||||||
| Total current liabilities | 1,190,150,806 | 139,370,326 | ||||||
| Finance lease liabilities, non-current | 3,640,024 | 3,918,081 | ||||||
| TOTAL LIABILITIES | 1,193,790,830 | 143,288,407 | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Common Stock- Class A ($0.001 par value, 900,000,000 shares authorized; 35,667,164 and 11,832,164 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively) | 3,567 | 1,183 | ||||||
| Common Stock- Class B ($0.0001 par value, 6,891,948 shares authorized; 136,341 shares issued and outstanding as of June 30, 2026 and December 31, 2025) | 14 | 14 | ||||||
| Additional paid-in capital | 1,624,995,090 | 33,861,613 | ||||||
| Accumulated deficit | (491,747,880 | ) | (43,529,190 | ) | ||||
| Accumulated other comprehensive loss | (3,418,013 | ) | (372,992 | ) | ||||
| Noncontrolling interest | (2,285,399 | ) | (108,885 | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 1,127,547,379 | (10,148,257 | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 2,321,338,209 | $ | 133,140,150 | ||||
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 1,931,381 | $ | 376,984 | $ | 2,225,396 | $ | 702,077 | ||||||||
| Cost of revenue | 761,755 | 398,266 | 1,287,572 | 711,648 | ||||||||||||
| Gross profit (loss) | 1,169,626 | (21,282 | ) | 937,824 | (9,571 | ) | ||||||||||
| Share-based compensation | 2,670,588 | 489,345 | 3,052,746 | 956,968 | ||||||||||||
| Selling, general and administrative expenses | 8,685,424 | 1,083,093 | 12,700,643 | 2,090,523 | ||||||||||||
| Other expenses | 14,597,792 | 1,169,712 | 12,787,838 | 1,676,132 | ||||||||||||
| Other income | - | (153,199 | ) | - | (961,713 | ) | ||||||||||
| Loss from operations | (24,784,178 | ) | (2,610,233 | ) | (27,603,403 | ) | (3,771,481 | ) | ||||||||
| Non-operating income (expense), net: | ||||||||||||||||
| Change in fair value of digital assets | - | (62,657 | ) | - | (391,090 | ) | ||||||||||
| Change in fair value of warrant liabilities | (6,138,775 | ) | - | (5,255,450 | ) | - | ||||||||||
| Change in fair value of convertible notes | (400,440,855 | ) | - | (470,668,608 | ) | - | ||||||||||
| Change in fair value of share-based payment | 334,502 | - | 334,502 | - | ||||||||||||
| Gain on investment in NUAI shares | 6,493,245 | - | 4,984,130 | - | ||||||||||||
| Gain on sale of investment in TCDC | 856 | - | 65,920,568 | - | ||||||||||||
| Interest income (expense), net | (4,527,540 | ) | (43,521 | ) | (3,267,654 | ) | (55,912 | ) | ||||||||
| Loss before income taxes | (429,062,745 | ) | (2,716,411 | ) | (435,555,915 | ) | (4,218,483 | ) | ||||||||
| Income tax (expense) benefit | (1,305,951 | ) | 127,579 | (14,824,603 | ) | 190,161 | ||||||||||
| Net loss | (430,368,696 | ) | (2,588,832 | ) | (450,380,518 | ) | (4,028,322 | ) | ||||||||
| Net loss attributable to non-controlling interest | (2,065,770 | ) | (12,426 | ) | (2,161,826 | ) | (19,336 | ) | ||||||||
| Net loss attributable to SharonAI Holdings Inc. | $ | (428,302,926 | ) | $ | (2,576,406 | ) | $ | (448,218,692 | ) | $ | (4,008,986 | ) | ||||
| Net loss per share, basic and diluted | $ | (26.16 | ) | $ | (2.41 | ) | $ | (27.38 | ) | $ | (3.76 | ) | ||||
| Weighted-average number of shares outstanding | 16,370,481 | 1,067,213 | 16,370,481 | 1,067,213 | ||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period, including noncontrolling interest | $ | (450,380,518 | ) | $ | (4,028,322 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | 3,199,299 | 803,955 | ||||||
| Share based compensation | 3,052,746 | 956,968 | ||||||
| Change in fair value of digital assets | - | 391,090 | ||||||
| Intangible assets (FIL) revenue | - | (130,154 | ) | |||||
| Intangible assets (FIL) cost of revenue | - | 138,070 | ||||||
| Accelerated amortization of Intangible assets | - | 1,650,000 | ||||||
| Deferred tax liability | - | 89,050 | ||||||
| Unrealized (gains) losses on foreign currency exchange | 11,122,667 | (731,755 | ) | |||||
| Change in fair value of warrant liability | 5,255,450 | - | ||||||
| Change in fair value of convertible notes | 470,668,608 | - | ||||||
| Gain (loss) on investment in NUAI shares | (4,984,130 | ) | - | |||||
| Gain on sale of investment in TCDC | (65,920,568 | ) | - | |||||
| Interest income on convertible note receivable | (1,342,466 | ) | - | |||||
| Gain on sale of property and equipment | - | (961,713 | ) | |||||
| Bad debt expense | - | 76,748 | ||||||
| Changes in assets and liabilities: | ||||||||
| Trade and other receivables | (26,712,905 | ) | 932,259 | |||||
| Customer deposits | 143,879,911 | - | ||||||
| Other current assets | (95,762,765 | ) | (24,689 | ) | ||||
| Other long-term assets | (2,212,252 | ) | 9,355 | |||||
| Trade and other payables | 24,231,858 | (879,313 | ) | |||||
| Income tax payable | 7,803,779 | - | ||||||
| Interest received from convertible note receivable | 1,342,466 | - | ||||||
| Net cash provided by (used in) operating activities | 23,241,180 | (1,708,451 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Advance payments for property and equipment | (310,665,524 | ) | - | |||||
| Purchase of certificates of deposit | (11,804,654 | ) | - | |||||
| Payment for the purchase of property and equipment | (12,541,952 | ) | (37,343 | ) | ||||
| Payment for land purchase | (3,136,000 | ) | - | |||||
| Cash proceeds from sale of TCDC investment | 9,850,000 | - | ||||||
| Proceeds from sale of NUAI Shares | 14,984,130 | - | ||||||
| Proceeds from convertible note receivable | 50,000,000 | - | ||||||
| Proceeds from sales of digital assets | - | 93,051 | ||||||
| Net cash provided by (used in) investing activities | (263,314,000 | ) | 55,708 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | 586,858,433 | - | ||||||
| Cash received from convertible note issuance | 1,065,636,015 | - | ||||||
| Issuance costs related to capital raise | (43,500,602 | ) | - | |||||
| Proceeds from exercise of warrants | 370 | - | ||||||
| Proceeds from issuance of pre-funded warrants | 438,141,548 | - | ||||||
| Payment for lease liabilities | (712,210 | ) | (284,491 | ) | ||||
| Repayment of note payable | (2,249,124 | ) | - | |||||
| Net cash provided by (used in) financing activities | 2,044,174,430 | (284,491 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | (13,826,812 | ) | (81,793 | ) | ||||
| Net cash increase/(decreases) in cash and cash equivalents | 1,790,274,798 | (2,019,027 | ) | |||||
| Cash and cash equivalents at beginning of period | 71,073,024 | 4,424,805 | ||||||
| Cash and cash equivalents at end of period | $ | 1,861,347,822 | $ | 2,405,778 | ||||
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(Unaudited)
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| $ in thousands | 2026 | 2025 | ||||||
| Net loss | $ | (430,369 | ) | $ | (2,589 | ) | ||
| + Income tax expense (benefit) | 1,306 | (128 | ) | |||||
| + Net interest expense (income) | 4,528 | 44 | ||||||
| + Depreciation | 1,881 | 439 | ||||||
| EBITDA | (422,654 | ) | (2,234 | ) | ||||
| + Share-based compensation | 2,671 | 489 | ||||||
| + Change in fair value of convertible notes | 400,441 | - | ||||||
| + Change in fair value of warrant liabilities | 6,139 | - | ||||||
| + Change in fair value of digital assets | - | 63 | ||||||
| + Unrealized Foreign currency gain | 14,329 | - | ||||||
| + Change in fair value of share-based payment | (335 | ) | - | |||||
| Adjusted EBITDA (Non-GAAP) | $ | 591 | $ (1, 682) | |||||
Exhibit 99.2
