SharonAI Holdings Inc. 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. 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: 1,139,093 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 ) 5 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). 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