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Sharon AI Reports Second Quarter 2026 Results

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Sharon AI (NASDAQ: SHAZ) reported second quarter 2026 revenue of $1.9 million, up 412% from 2Q 2025, with net loss of $(430.4) million, largely driven by $400.4 million of non-cash fair value loss on convertible notes. Adjusted EBITDA turned positive to $0.6 million from $(1.7) million a year earlier.

Cash and cash equivalents reached $1.9 billion at June 30, 2026. Total contract value was $8.8 billion as of August 6, 2026, supported by a $4.9 billion six-year NVIDIA compute collaboration and multiple five-year take-or-pay contracts. Secured AI Factory capacity is expected to reach 212MW and over 64,000 NVIDIA GPUs by mid-2027.

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Positive

  • Revenue $1.9m in 2Q 2026, up 412% vs 2Q 2025
  • Adjusted EBITDA $0.6m in 2Q 2026 vs $(1.7)m in 2Q 2025
  • Cash and cash equivalents $1.9bn at June 30, 2026, up from $71.1m
  • Total contract value $8.8bn as of August 6, 2026
  • $4.9bn six-year compute collaboration with NVIDIA for up to 40,000 GB300 GPUs
  • $950m and $1.32bn five-year take-or-pay contracts with global technology and AI customers
  • Capacity expected to reach 212MW and 64,000+ NVIDIA GPUs by mid 2027
  • Equity and convertible financings of $1.6bn private placement and $350m convertible notes completed

Negative

  • Net loss $(430.4)m in 2Q 2026 vs $(2.6)m in 2Q 2025
  • Non-cash fair value loss $400.4m on convertible notes in 2Q 2026
  • Loss from operations $(24.8)m in 2Q 2026 vs $(2.6)m in 2Q 2025
  • Convertible notes liability $1.01bn current at June 30, 2026
  • Net cash used in investing activities $(263.3)m for six months ended June 30, 2026
  • Shares outstanding Class A increased to 35.7m from 11.8m, indicating significant dilution

News Explained

The report confirms a much larger cash base, but financing also expanded Class A shares, reducing existing holders’ ownership percentage.

The second-quarter report is a completed financial reporting disclosure for June 30, 2026: it shows $1.861 billion of cash and financing proceeds from common stock, convertible notes, and pre-funded warrants.

The reported Class A share count rose from 11.832 million at December 31, 2025 to 35.667 million at June 30, 2026; under dilution mechanics, additional issued shares reduce existing holders’ percentage ownership absent offsetting changes.

A pre-funded warrant is sold near the full share price with a nominal exercise price and converts to shares when exercised; the release records $438.1 million of proceeds from these instruments, linking their share issuance to exercise.

The March 31, 2026 fundamentals record shows $164.3 million of cash and $7.45 million of operating cash outflow; that earlier balance equals 1984.8 days of that quarter’s cash use, while June 30 cash was $1.861 billion.

The TCV note defines the $8.8 billion figure as committed contractual spend rather than recognized revenue, excluding nonbinding contracts and allowing changes from modifications or terminations; subsequent filings will clarify how that contracted amount changes and converts into reported revenue.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $164,288,288 / ($7,449,588 / 90) = [object Object]

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Total contract value reaches ~$8.8bn 

Six-year strategic NVIDIA compute collaboration

Secured AI Factory capacity increases by 80MW to 212MW

NEW YORK, Aug. 6, 2026 /PRNewswire/ -- 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.

Sharon AI (NASDAQ: SHAZ)

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.

NonGAAP 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
media@sharonai.com

Investors
investors@sharonai.com

 

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


   Common Stock, value



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)
















2026



2025



2026



2025




For the Three Months
Ended
June 30,



For the Six Months Ended
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)










2026



2025




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)

 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/sharon-ai-reports-second-quarter-2026-results-302844903.html

SOURCE Sharon AI Holdings Inc.

FAQ

How did Sharon AI (NASDAQ: SHAZ) perform financially in Q2 2026?

Sharon AI reported Q2 2026 revenue of $1.9 million, up 412% year over year, and a net loss of $(430.4) million. According to Sharon AI, the loss included $423.8 million of non-cash items, mainly a fair value loss on convertible notes.

What is Sharon AI’s total contract value (TCV) as of August 6, 2026?

Sharon AI reported total contract value of $8.8 billion as of August 6, 2026. According to Sharon AI, TCV reflects aggregate committed spend under current customer contracts over their terms and is an operating metric that does not represent GAAP revenue.

What are the key NVIDIA and AI infrastructure deals announced by Sharon AI (SHAZ) in 2026?

Sharon AI entered a $4.9 billion, six-year compute collaboration with NVIDIA for up to 40,000 GB300 GPUs. According to Sharon AI, it also signed a $950 million contract with a global technology company and a $373 million contract with a global AI platform.

How strong is Sharon AI’s balance sheet after Q2 2026 results?

Sharon AI reported $1.9 billion in cash and cash equivalents at June 30, 2026, up from $71.1 million at year-end 2025. According to Sharon AI, funding was strengthened by a $1.6 billion private placement and $350 million convertible notes.

What capacity and GPU deployment is Sharon AI targeting by 2027?

Sharon AI expects secured AI Factory capacity to reach 212MW with over 64,000 NVIDIA GPUs deployed by mid 2027. According to Sharon AI, additional 80MW of capacity is planned for deployment during 2026 and 2027.

Why was Sharon AI’s Q2 2026 net loss so large compared to 2025?

Sharon AI’s Q2 2026 net loss of $(430.4) million included $423.8 million in non-cash items. According to Sharon AI, this was primarily due to a $400.4 million fair value loss on convertible notes driven by share price appreciation.

What contracts underpin Sharon AI’s expansion in Australia and New Zealand?

Sharon AI highlighted a $950 million, five-year take-or-pay contract with a global technology company and a $1.32 billion, five-year take-or-pay contract with a global AI lab. According to Sharon AI, the latter anchors its expansion into New Zealand.