STOCK TITAN

Sharon AI (NASDAQ: SHAZ) posts $1.9m revenue and $430m Q2 2026 loss

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sharon AI Holdings Inc. reported second quarter 2026 results and detailed rapid scaling of its sovereign AI infrastructure platform. The company highlighted a $4.9bn, six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs and a $950m, five-year take-or-pay contract with a global technology company, contributing to Total Contract Value of $8.8bn as of August 6, 2026. Subsequent to quarter-end it added a $1.32bn five-year take-or-pay contract, a $373m five-year contract, and extra capacity bringing secured AI Factory capacity to 212MW and over 64,000 NVIDIA GPUs expected by mid-2027.

For the quarter ended June 30, 2026, revenue was $1.9m, up 412% from 2Q 2025, while net loss was $430.4m, including $423.8m of non-cash items primarily from a $400.4m fair value loss on convertible notes. Adjusted EBITDA turned positive at $0.6m, compared with a loss a year earlier. Cash and cash equivalents increased to $1.9bn, total assets reached about $2.32bn and stockholders’ equity was about $1.13bn, supported by $2.04bn of net cash from financing activities as the company invests heavily in property, equipment and capacity expansion.

Positive

  • Revenue increased 412% to $1.9m in Q2 2026, and Adjusted EBITDA moved to a positive $0.6m from a loss in the prior-year quarter, showing stronger top-line activity and improved performance on the company’s non-GAAP profitability metric.
  • $8.8bn Total Contract Value, anchored by a $4.9bn NVIDIA collaboration and multiple five-year take-or-pay contracts, represents large, long-term commitments for use of Sharon AI’s sovereign AI infrastructure platform.

Negative

  • $430.4m Q2 net loss was driven largely by a $400.4m non-cash fair value loss on convertible notes, reflecting the impact of share-price-linked fair value adjustments on reported earnings, alongside higher operating expenses as the business scales.
  • $1.01bn in current convertible note liabilities and $143.9m in customer deposits together make up most of the $1.19bn in total current liabilities as of June 30, 2026, creating a sizable short-term obligation profile during the planned revenue ramp.

Filing Explained

By June 30, Class A shares outstanding were 35,667,164, while convertible notes totaled $1,006,535,059.

As of June 30, 2026, Sharon AI reported $35,667,164 of Class A shares issued and outstanding, versus $11,832,164 at December 31, 2025, while reporting $1,006,535,059 of convertible notes as a current liability.

The recorded increase in common shares reduces existing holders’ percentage ownership absent offsetting changes, while the convertible notes remain a balance-sheet financing obligation rather than issued common equity. Financing cash flows separately included $586,858,433 from common-stock issuance, $438,141,548 from pre-funded-warrant issuance, and $1,065,636,015 from convertible-note issuance. A pre-funded warrant converts to shares when exercised, so the filing identifies both present share issuance and a separate warrant-linked potential for additional shares.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue $1,931,381 Second quarter 2026 revenue; 412% increase versus 2Q 2025
Net loss $(430,368,696) Net loss for the quarter ended June 30, 2026
Adjusted EBITDA $591 thousand Adjusted EBITDA for the quarter ended June 30, 2026
Cash and cash equivalents $1,861,347,822 Balance as of June 30, 2026
Total Contract Value $8.8bn Aggregate contractual committed spend as of August 6, 2026
NVIDIA collaboration $4.9bn Six-year strategic compute collaboration for up to 40,000 GB300 GPUs
Take-or-pay contract $950m Five-year take-or-pay contract with a global technology company
Net cash from financing $2,044,174,430 Net cash provided by financing activities for six months ended June 30, 2026
Total Contract Value financial
"Total Contract Value TCV 2 $8.8bn as of August 6, 2026"
Total contract value is the full dollar amount a company expects to receive from a customer under a contract over its entire life, including recurring charges, one-time fees and any guaranteed add‑ons. Investors use it like a deal’s headline price to gauge the size of future revenue tied to sales, but it can overstate near‑term cash because it bundles multi‑year payments into one number—think of it as the sticker price on a multi‑year subscription.
take-or-pay contract financial
"$950m, five-year, take-or-pay contract with a global technology company"
A take-or-pay contract is an agreement where a buyer promises to either take a specified amount of goods or services from a supplier or, if they don’t take them, still pay a pre-agreed fee. Think of it like a subscription where you must pay even if you don’t fully use the service; for investors this creates predictable revenue for the seller but also potential payment risk or hidden liabilities for the buyer, affecting cash flow and valuation.
Adjusted EBITDA financial
"Adjusted EBITDA 1 $0.6m, compared to $(1.7m) in 2Q 2025"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
convertible notes financial
"a $400.4m fair value loss on convertible notes resulting from share price appreciation"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
warrant liability financial
"Change in fair value of warrant liability $5,255,450"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.

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

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FAQ

What were Sharon AI (SHAZ)'s key financial results for Q2 2026?

Sharon AI reported $1.9m in revenue for Q2 2026, up 412% year over year, and a $430.4m net loss, largely from non-cash fair value losses on convertible notes. Adjusted EBITDA turned positive at $0.6m, and cash reached $1.9bn.

How large is Sharon AI (SHAZ)'s collaboration with NVIDIA?

The company entered a $4.9bn, six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs. This agreement underpins Sharon AI’s AI Factory platform and supports expansion of high-performance, sovereign AI infrastructure across Australia, New Zealand and the broader Asia-Pacific region.

What is Sharon AI (SHAZ)'s Total Contract Value as of August 6, 2026?

Total Contract Value (TCV) was $8.8bn as of August 6, 2026. TCV represents aggregate estimated contractual committed spend under existing customer contracts over their terms and is an operating metric, not revenue recognized under U.S. GAAP, and can change with contract modifications.

How is Sharon AI (SHAZ) funding its AI infrastructure expansion?

In the first half of 2026, Sharon AI generated $2.04bn of net cash from financing activities, including equity, convertible notes and pre-funded warrants, lifting cash to $1.86bn. These funds support significant advance payments for property and equipment and expansion of AI Factory capacity.

What major customer contracts did Sharon AI (SHAZ) sign around Q2 2026?

Sharon AI announced a $950m, five-year take-or-pay contract with a global technology company, a $1.32bn, five-year take-or-pay deal with a global AI lab, and a $373m, five-year take-or-pay contract with a global AI platform, all supporting long-term AI infrastructure utilization.

What does Sharon AI (SHAZ) expect for future revenue growth?

Management stated that revenue is expected to ramp materially from the third quarter of 2026 through 2027, as contracted capacity comes online. This outlook is forward-looking and subject to risks and uncertainties described in the company’s SEC filings and risk factor disclosures.
false 0002068385 0002068385 2026-08-06 2026-08-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 6th, 2026

 

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-43129   41-2349750

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

745 Fifth Avenue, Suite 500,

New York, NY 10151

(Address of principal executive offices, including zip code)

 

(347) 212-5075

(Registrant’s telephone number, including area code)

 

 

(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 obligations 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 7.01 Regulation FD Disclosure.

 

On July 22, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

Number

  Description
99.1   Press Release dated August 6th, 2026
99.2   2Q 2026 Results Presentation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

 

-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: CEO
     
Date: August 6th, 2026    

 

-3-

 

 

Exhibit 99.1

 

 

Sharon AI Reports Second Quarter 2026 Results

 

Total contract value reaches ~$8.8bn

 

Six-year strategic NVIDIA compute collaboration

 

Secured AI Factory capacity increases by 80MW to 212MW

 

NEW YORK, August 6, 2026 – 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.

 

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.

 

Non-GAAP 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 
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)

 

   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 
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)

 

   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) 

 

 

 

 

Exhibit 99.2

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Filing Exhibits & Attachments

28 documents