What changed in this filing

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Item 5. Other Information

2026-08-06 compared with 2026-05-15 · 38 added, 57 removed, 21 unchanged (82% of the section changed)

Other Information

Party Transactions

December 2025, the Company completed a convertible note financing as part of its capital raise program.

Certain related parties participated

in this financing.

Capital Pty Ltd, an entity affiliated with the Company’s Non-Executive Chairman and greater than 10% stockholder, subscribed

for approximately AUD$700,000 (US$465,500) of convertible notes.

Pty Ltd, an entity affiliated with the Company’s Head of Business Development and greater than 10% stockholder, subscribed

for approximately AUD$1,250,000 (US$831,250) of convertible notes.

Capital Pty Ltd ATF Alpha Juliett Trust, an entity affiliated with Andrew Leece, the Company’s Chief Operating Officer, subscribed

for approximately AUD$250,000 (US$166,250) of convertible notes.

notes were issued on the same terms and conditions as those offered to unrelated third-party investors.

May 15, 2026, the Company issued a press release entitled “Sharon AI Reports First Quarter 2026 Results” which press release

which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2.02 Results of Operations and Financial Condition

August 6, 2026, the Company issued a press release entitled “Sharon AI Reports Second Quarter 2026 Results” which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Company has prepared presentation materials (the “Presentation Materials”) that its management intends to use from time to

1 unchanged sentence

In addition, the Company

posted the Presentation Materials on its website (www.sharonai.com) on May 15, 2026 .

posted the Presentation Materials on its website (www.sharonai.com) on August 6, 2026.

changes to the procedures by which security holders may recommend nominees to the board of directors.

and Officer Trading Arrangements

our quarter ended March 31, 2026, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading

arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K

of the Exchange Act.

the three months ended June 30, 2026, none of the directors or executive officers of the Company informed us of the adoptions , modification

or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms

are defined in Item 408 of Regulation S-K of the Exchange Act.

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.

1 unchanged sentence

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.

Director Appointment Letter by and between Drew Kelton and SharonAI Holdings Inc.

dated January 13, 2026, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 14, 2026

Membership Interest Purchase Agreement dated January 16, 2026, between SharonAI Inc.

and New Era Energy & Digital Inc., incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026

Senior Secured Convertible Promissory Note dated January 16, 2026, issued by New Era Energy & Digital Inc., incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026

Guaranty dated January 16, 2026, between SharonAI Inc.

and Texas Critical Data Centers LLC, incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026

Security and Pledge Agreement dated January 16, 2026, among SharonAI Inc., New Era Energy & Digital Inc.

and Texas Critical Data Centers LLC, incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026

Deed of Trust and Security Agreement dated January 16, 2026, between SharonAI Inc.

and Texas Critical Data Centers LLC, incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026

Separation Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026 incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2026

Consulting Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026 incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2026

Offer Letter Agreement by and between James Manning and SharonAI Pty Ltd dated January 22, 2026 incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2026

Form of Lock-up Agreement, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2026

Director Appointment Letter by and between Benjamin Adams and SharonAI Holdings Inc.

dated February 22, 2026, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2026

Master Services Agreement (the “MSA”) and (ii) Service Order No.

1 (the “Service Order,” and together with the MSA, the “Agreements”) with ESDS Software Solutions Limited and certain of its subsidiaries

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Press Release dated May 15, 2026

Press Release dated August 6, 2026

Presentation Materials

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File - the cover page from

the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 is formatted in Inline XBRL

Filed herewith.

Furnished herewith.

Indicates a management contract or any compensatory

plan, contract or arrangement.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

a management contract or any compensatory plan, contract or arrangement.

of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

SHARONAI HOLDINGS INC.

/s/ James Manning

HOLDINGS INC.

August 6, 2026

James Manning

Chairman, Chief Executive Officer

(Principal Executive Officer)

SHARONAI HOLDINGS INC.

/s/ Timothy Broadfoot

Chief Executive Officer

Executive Officer)

HOLDINGS INC.

August 6, 2026

Timothy Broadfoot

Chief Financial Officer

(Principal Financial and Accounting Officer)

Financial Officer

Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information