SharonAI appoints Ernst & Young as 2026 auditor

The committee selected EY after reviewing the company’s current and future needs and conducting a competitive process involving several leading firms.

Rhea-AI Filing Summary

SharonAI Holdings Inc. informed HoganTaylor LLP on September 20, 2026 that it would not continue as its independent registered public accounting firm; the Audit Committee approved Ernst & Young (EY) effective September 23, 2026 for the fiscal 2026 audit. The committee said the appointment followed a review of the company’s current and future needs and a competitive process involving several leading firms, after which it unanimously selected EY.

HoganTaylor’s audit reports on the company’s consolidated financial statements for 2025 and 2024 contained no adverse or disclaimer opinions and were not qualified or modified for uncertainty, audit scope or accounting principles. From January 6 through September 20, 2026, SharonAI reported no disagreements with HoganTaylor and no reportable events other than the material weakness disclosed in its Form 10-K filed March 31, 2026.

Positive

• None.

Negative

• Material weakness was the sole reportable event cited through September 20, 2026.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

independent registered public accounting firm, reportable events, adverse opinion, material weakness

4 terms

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there were no “reportable events”"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

adverse opinion financial

"did not contain any adverse opinion or disclaimer of opinion"

An adverse opinion is an auditor’s formal conclusion that a company’s financial statements contain serious errors or omissions and therefore cannot be relied upon as a true picture of the business. For investors it’s a major red flag—like a mechanic saying a car is unsafe—because it signals heightened risk of fraud, restatements, regulatory trouble or loss of access to capital, any of which can sharply affect share value.

material weakness financial

"other than the material weakness identified by HoganTaylor"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did SHAZ appoint Ernst & Young as auditor?

The Audit Committee reviewed the company’s current and future needs, conducted a competitive process involving several leading firms, and unanimously selected EY. The appointment is effective September 23, 2026 for the fiscal 2026 audit.

Did SharonAI report disagreements with HoganTaylor?

No. SharonAI stated there were no disagreements with HoganTaylor from January 6, 2026 through September 20, 2026. It also reported no reportable events during that period other than the material weakness identified by HoganTaylor and disclosed in the Form 10-K filed March 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 04:31 PM Accepted by SEC EDGAR 09/24/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 20, 2026

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-43129		41-2349750
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

745 Fifth Avenue, Suite 500, New York, NY		10151
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (347) 212-5075

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value		SHAZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On September 20, 2026, following approval by the Audit Committee (the “Committee”) of the Board of Directors of SharonAI Holdings Inc. (the “Company”), the Company informed HoganTaylor LLP (“HoganTaylor”) that they will not be continuing as the Company’s independent registered public accounting firm. The Company thanks HoganTaylor for their services and valued contributions. Also, on and effective as of September 23, 2026, the Committee approved the engagement of Ernst & Young (“EY”) as the Company’s go-forward independent registered public accounting firm for the Company’s fiscal year 2026 audit. The appointment follows a process whereby the Committee conducted a review of the Company’s current and future needs which led to a competitive process involving several leading firms. Ultimately, the Committee unanimously selected EY and looks forward to working with them to undertake the upcoming 10-Q and 10-K.

The audit reports of HoganTaylor on the consolidated financial statements of the Company as of and for the years ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

From January 6, 2026 through September 20, 2026, the date of HoganTaylor’s dismissal, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and HoganTaylor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of HoganTaylor, would have caused HoganTaylor to make reference to such disagreement in its reports, if such reports had been issued, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), other than the material weakness identified by HoganTaylor as disclosed in the Company’s Annual Report on Form 10-K filed on March 31, 2026.

The Company has authorized HoganTaylor to respond fully to the inquiries of EY concerning the subject matter of any disagreements or reportable events described above.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided HoganTaylor with a copy of this current report on Form 8-K and requested that HoganTaylor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether HoganTaylor agreed with the statements made by the Company set forth above. A copy of HoganTaylor’s letter, dated September 23, 2026 is attached as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2025 and 2024, neither the Company, nor anyone on behalf of the Company, consulted EY regarding: (i) the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from HoganTaylor LLP dated September 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHARONAI HOLDINGS INC.
	By:	/s/ James Manning
	Name:	James Manning
	Title:	Chief Executive Officer
Date: September 24, 2026

-3-

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 4.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB