Sharonai Holdings Inc — Amended Quarterly Report (Form 10-Q/A)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No.1

 

(Mark One)

☒ 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.

 

 

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.

 

 

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.

 

 

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: 1,139,093 shares
	●	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		$	(22.84	)		$	(0.27	)		$	(27.38	)		$	(0.41	)

 

 

 

Item 6. Exhibits

 

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of registrant, incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2025.
3.2		Amended and Restated Bylaws of the registrant, incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2025
3.3		Certificate of Amendment to Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2025.
4.1		Indenture, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2026.
4.2		Form of Global Note, incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2026.
4.3		Form of Subsidiary Guarantee, incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2026.
4.4		Form of Pre-Funded Warrant, dated June 22, 2026, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
4.5		Indenture dated June 22, 2026, incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
4.6		Form of Global Note, dated June 22, 2026, incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
4.7		Form of Subsidiary Guarantee, dated June 22, 2026, incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
10.1		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2026
10.2		Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2026
10.3		Director Appointment Letter by and between Andrew Penn and SharonAI Holdings Inc. dated May 21, 2026, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 26, 2026.
10.4#		Form of Securities Purchase Agreement - Equity, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2026.
10.5#		Form of Registration Rights Agreement - Equity, incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2026.
10.6#		Form of Securities Purchase Agreement - Convertible Notes, incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2026.
10.7#		Form of Registration Rights Agreement - Convertible Notes, incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2026.
10.8#		Form of Securities Purchase Agreement - Equity (with pre-funded warrants), incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2026.
22.1***		Subsidiary Guarantors
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1***		Press Release dated August 6, 2026
99.2***		Presentation Materials
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		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).

 

 

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)