☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2026
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________________ to ________________
Commission
File Number: 001-43129
SHARONAI
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
Delaware
41-2349750
(State
or other jurisdiction of
(I.R.S.
Employer
incorporation
or organization)
Identification
No.)
745
5th Ave, Suite 500
New
York, NY
10151
(Address
of principal executive offices)
(Zip
code)
(347)212-5075
(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
Class
A Ordinary Common Stock, par value $0.0001
SHAZ
The
Nasdaq Stock Market LLC
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. Yes ☒ No ☐
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). Yes ☒ No ☐
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
☐
Non-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 35,667,164 Class A Ordinary Common Stock and 136,341 Class B Super Common Stock, par value
$0.0001 per share, outstanding.
EXPLANATORY
NOTE
SharonAI
Holdings Inc. (“we”, “our”, “us”, or the “Company”) is filing this Amendment No. 1
(this “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, previously filed with the
Securities and Exchange Commission on August 6, 2026 (the “Original Filing”), solely for the purpose of correcting
errors in the (i) Net loss per share, basic and diluted and Weighted average number of shares outstanding in both the Three Months
Ended June 30, 2025 and the Six Months Ended June 30, 2025 in the Consolidated Condensed Statement of Operations; (ii) Balance at
December 31, 2024 and Balance at June 30, 2025 of Common Stock Class A in the Company’s Consolidated Condensed Statements Of
Stockholders’ Equity (Deficit) and (iii) Basic and diluted weighted average number of common shares outstanding and Basic and diluted net loss per
common share outstanding for each the Three Months Ended June 30, 2025 and the Six Months Ended June 30, 2025 in Note 21. Net Income (loss)
per share.
Except
as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing.
This Amendment does not reflect or purport to reflect any information or events occurring after the date and time of the Original Filing
nor does it modify or update the disclosures contained in the Original Filing that may be affected by subsequent events. Accordingly,
this Amendment should be read in conjunction with the Original Filing.
This
Amendment also includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer,
filed as Exhibit 31.1, Exhibit 31.2 and Exhibit 32.1 hereto, as required under Rule 13a-14 and Rule 13a-14(b) under the Securities Exchange
Act of 1934, as amended.
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
$
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
Gain on disposal of property and equipment
-
(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 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
$
(22.84
)
$
(0.27
)
$
(27.38
)
$
(0.41
)
Weighted-average number of shares outstanding
18,755,220
9,703,042
16,370,481
9,703,042
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
-
-
15,998,830
1,600
136,341
14
65,489
-
153,743,335
(63,444,954
)
(1,458,994
)
88,841,001
(210,180
)
88,630,821
Issuance of common stock
18,941,573
1,894
-
-
-
-
1,068,440,294
-
-
1,068,442,188
-
1,068,442,188
Issuance of pre-funded warrants
-
-
-
-
-
-
438,141,548
-
-
438,141,548
-
438,141,548
Offering costs
-
-
-
-
-
-
(38,000,602
)
-
-
(38,000,602
)
-
(38,000,602
)
Share based compensation
726,761
73
-
-
-
-
2,670,515
-
-
2,670,588
-
2,670,588
Net loss
-
-
-
-
-
-
-
-
-
(428,302,926
)
-
(428,302,926
)
(2,065,770
)
(430,368,696
)
Equity adjustment from Foreign Currency Translation (CTA)
-
-
-
-
-
-
-
-
(1,959,019
)
(1,959,019
)
(9,449
)
(1,968,468
)
Balance at June 30, 2026
-
-
35,667,164
3,567
136,341
14
65,489
-
1,624,995,090
(491,747,880
)
(3,418,013
)
1,129,832,778
(2,285,399
)
1,127,547,379
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
15,000
2
27,000
3
9,703,042
107
62,654
-
33,771,783
(5,337,861
)
318,850
28,752,884
78,680
28,831,564
Share based compensation
-
-
-
-
-
-
-
-
489,345
-
-
489,345
-
489,345
Net loss
-
-
-
-
-
-
-
-
-
(2,576,406
)
-
(2,576,406
)
(12,426
)
(2,588,832
)
Equity adjustment from Foreign Currency Translation (CTA)
-
-
-
-
-
-
-
-
-
-
(242,766
)
(242,766
)
(1,188
)
(243,954
)
Balance at June 30, 2025
15,000
2
27,000
3
9,703,042
107
62,654
-
34,261,128
(7,914,267
)
76,084
26,423,057
65,066
26,488,123
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
11,832,164
1,183
136,341
14
65,489
-
33,861,613
(43,529,190
)
(372,992
)
(10,039,372
)
(108,885
)
(10,148,257
)
Issuance of common stock
23,108,239
2,311
-
-
-
-
1,193,439,857
-
-
1,193,442,168
-
1,193,442,168
Issuance of pre-funded warrants
-
-
-
-
-
-
438,141,548
-
-
438,141,548
-
438,141,548
Offering costs
-
-
-
-
-
-
(43,500,601
)
-
-
(43,500,601
)
-
(43,500,601
)
Share based compensation
726,761
73
-
-
-
-
3,052,673
-
-
3,052,746
-
3,052,746
Net loss
-
-
-
-
-
-
-
(448,218,690
)
-
(448,218,690
)
(2,161,828
)
(450,380,518
)
Equity adjustment from Foreign Currency Translation (CTA)
-
-
-
-
-
-
-
-
(3,045,021
)
(3,045,021
)
(14,686
)
(3,059,707
)
Balance at June 30, 2026
35,667,164
3,567
136,341
14
65,489
-
1,624,995,090
(491,747,880
)
(3,418,013
)
1,129,832,778
(2,285,399
)
1,127,547,379
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
15,000
2
27,000
3
9,703,042
107
65,489
-
33,304,160
(3,905,281
)
423,858
29,822,849
86,096
29,908,945
Share based compensation
-
-
-
-
-
-
(2,835
)
-
956,968
-
-
956,968
-
956,968
Net loss
-
-
-
-
-
-
-
-
-
(4,008,986
)
-
(4,008,986
)
(19,336
)
(4,028,322
)
Equity adjustment from Foreign Currency Translation (CTA)
-
-
-
-
-
-
-
-
-
-
(347,774
)
(347,774
)
(1,694
)
(349,468
)
Balance at June 30, 2025
15,000
2
27,000
3
9,703,042
107
62,654
-
34,261,128
(7,914,267
)
76,084
26,423,057
65,066
26,488,123
See
accompanying Notes to Consolidated Condensed Financial Statements.
4
Note
21. Net Income (loss) per share
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: 1,139,093shares
●
Warrants:
6,891,805 shares
●
Convertible
notes: 14,281,632 shares
A
reconciliation of the numerators and denominators is as follows:
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
$
(428,302,926
)
$
(2,576,406
)
$
(448,218,692
)
$
(4,008,986
)
Denominator:
Basic and diluted weighted average number of common shares outstanding
18,755,220
9,703,042
16,370,481
9,703,042
Basic and diluted net loss per common share outstanding
Cover Page Interactive
Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 is formatted
in Inline XBRL
*
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.